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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-05-09 · 278 added, 192 removed, 100 unchanged (82% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information set forth in this Quarterly Report on Form 10-Q contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).

Information set forth in this Quarterly Report on Form 10-Q (this "Quarterly Report") contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

All information contained in this report relative to future markets for our products, trends in and anticipated levels of revenue, gross margins and expenses, and ability to access funding as well as other statements containing words such as “believe,” “project,” “may,” “will,” “anticipate,” “target,” “plan,” “estimate,” “expect” and “intend” and other similar expressions constitute forward-looking statements.

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The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements, including a brief discussion of our business and products, key factors that impacted our performance and a summary of our operating results.

The following discussion should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the 2024 Form 10-K).

The following discussion should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report, and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended June 29, 2025 (the "2025 Form 10-K").

Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.

Unless otherwise noted, the following information and discussion relates to our continuing operations.

Wolfspeed, Inc.

(Wolfspeed, we, our, or us) is an innovator of wide bandgap semiconductors, focused on silicon carbide materials and devices for power applications.

Our product families include power devices and silicon carbide and gallium nitride (GaN) materials.

Our products are targeted for various applications such as electric vehicles, fast charging and renewable energy and storage.

Our materials products and power devices are used in electric vehicles, motor drives, power supplies, solar and transportation applications.

Our materials products are also used in military communications, radar, satellite and telecommunication applications.

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

As discussed more fully in Note 2, “Discontinued Operations,” to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report, we completed the sale of certain assets comprising our former RF product line (the RF Business Divestiture) in the second quarter of fiscal 2024.

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 fiscal 2024.

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

Recent Events

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”) to implement a prepackaged Chapter 11 plan of reorganization (the "Plan") 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 were intended to facilitate a comprehensive balance sheet restructuring pursuant to a Restructuring Support Agreement (the “Restructuring Support Agreement”) executed on June 22, 2025, with key stakeholders, including (i) holders of more than 97% of the Company’s Senior Secured Notes due 2030 (the "Existing Senior Secured Notes"), (ii) holders of more than 67% of the Company’s outstanding 1.75% Convertible Senior Notes due 2026, 0.25% Convertible Senior Notes due 2028, and 1.875% Convertible Senior Notes due 2029 (collectively, the “Convertible Notes”), and (iii) Renesas Electronics America Inc.

The Restructuring Support Agreement provided for a court-supervised restructuring through a prepackaged Chapter 11 plan of reorganization.

Rights Offering

On June 22, 2025, the Company 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), the Company initiated a rights offering on August 14, 2025 as contemplated under the Restructuring Support Agreement for the issuance of the new 2.5% Convertible Second-Lien Senior Secured Notes due 2031 (the "New 2L Non-Renesas Convertible Notes") in an aggregate principal amount of approximately $301.13 million.

60% of the rights offering (“Non-Holdback Rights Offering”) was offered pro rata to all holders of Convertible Notes (the “Subscription Rights”) and the Backstop Parties committed to purchase any unsubscribed portion of the Non-Holdback Rights Offering.

The remaining 40% of the rights offering was reserved for the Holdback Parties that 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 Commitment Agreement provided that the Backstop Parties and the Holdback Parties would be issued, additional New 2L Non-Renesas Convertible Notes in an aggregate principal amount of $30.25 million (the “Backstop Premium”), allocated ratably.

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The transactions contemplated by the Backstop Commitment Agreement were conditioned upon the satisfaction or waiver of certain conditions, including, among other things, that (i) the Bankruptcy Court had entered an order approving the Backstop Commitment Agreement and the disclosure statement relating to the Plan and confirming the Plan, (ii) the effective date of the Plan having occurred, and (iii) the Restructuring Support Agreement remained in full force and effect.

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”) confirming the Plan.

Emergence and New Common Stock

On September 29, 2025 (the "Effective Date"), the Company emerged from chapter 11 upon all the conditions to the effectiveness of the Plan being satisfied or waived and the Plan becoming effective.

Immediately prior to the Effective Date, there were 156,479,390 shares of the Company's common stock, $0.00125 par value per share (the “Old Common Stock”), outstanding.

In accordance with the Plan and the Plan of Conversion approved by the Company’s board of directors (the “Plan of Conversion”), at 12:01 am Eastern Time on the Effective Date (the “Conversion Effective Time”), the Company effected a conversion from a North Carolina corporation to a Delaware corporation and, in connection therewith, adopted a new certificate of incorporation, under which the Company is authorized to issue 350,000,000 shares of New Common Stock (as defined below), and new bylaws, each of which became effective at the Conversion Effective Time.

After giving effect to the transactions contemplated by the Plan and the Plan of Conversion, on the Effective Date all of the previously issued and outstanding shares of Old Common Stock were cancelled, and existing equity holders received their pro rata share of approximately 1,306,896 shares of common stock, $0.00125 par value per share (the “New Common Stock”), of the Delaware corporation.

Pursuant to the Plan, the Company issued an aggregate of 25,840,656 shares of New Common Stock (inclusive of the aforementioned shares of New Common Stock issued to existing equity holders).

As of the Effective Date, Wolfspeed had an aggregate of 25,840,656 shares of New Common Stock issued and outstanding and 73,030,424 shares of New Common Stock reserved for issuance pursuant to the Plan (such reserve, the “Share Reserve”).

As set forth in the Plan, if the Regulatory Approvals are received prior to the Regulatory Trigger Deadline (each as defined below), the Company will issue 16,852,372 shares of New Common Stock to Renesas from the Share Reserve and holders of Old Common Stock immediately prior to the Effective Date will receive their pro rata portion of 871,287 shares of New Common Stock from the Share Reserve.

If the Regulatory Approvals have not been obtained prior to the Regulatory Trigger Deadline, the Company will issue 871,287 shares of New Common Stock to Renesas from the Share Reserve and no additional shares will be issued to prior holders of Old Common Stock.

As set forth in the Plan, "Regulatory Approvals" means (a) Committee on Foreign Investment in the United States ("CFIUS") approval;

(b) clearance or approval under antitrust laws in (i) the United States, (ii) Austria, (iii) Germany, (iv) Japan, and (v) European Commission (as applicable);

(d) regulatory approvals from any regulatory regimes necessary to consummate the restructuring transactions (for the avoidance of doubt, in relation to the Regulatory Approvals, for Renesas to receive the New 2L Renesas Convertible Notes (as defined below);

16,852,372 shares of New Common Stock;

the Renesas Warrants;

and voting, board seat, and other governance rights in accordance with the Restructuring Support Agreement), that are identified by Renesas and of which the Debtors are notified within thirty (30) calendar days following the effective date of the Restructuring Support Agreement;

and (d) any regulatory approvals from any regulatory regimes necessary to consummate the restructuring transactions that are not identified by Renesas and of which the Debtors are not notified within thirty (30) calendar days following the effective date of the Restructuring Support Agreement.

These approvals will be needed prior to the Regulatory Trigger Deadline, which is defined in the Plan as the earlier of (i) a good faith agreement between the Debtors or Reorganized Debtors which means the Debtors on and after the Effective Date, and Renesas that it is more likely than not that the Regulatory Approvals will not be obtained and (ii) two (2) years from the Effective Date;

provided, if upon two (2) years from the Effective Date, the Reorganized Debtors and Renesas agree, in good faith, that Regulatory Approval is more likely than not to be obtained prior to three (3) years from the Effective Date, then upon three (3) years from the Effective Date.

For the avoidance of doubt, to the extent Renesas obtains all Regulatory Approvals prior to the date of the Regulatory Trigger Deadline, the Regulatory Trigger Deadline shall be deemed not to have occurred.

All Regulatory Approvals except CFIUS approval have been obtained.

Renesas Warrant

In accordance with the Plan, on the Effective Date, the Company issued a warrant (the “Renesas Warrant”) to Renesas to purchase an aggregate of 4,943,555 shares of New Common Stock, at an exercise price of $23.95 per share.

Until all Regulatory Approvals have been received, the Renesas Warrant will only be deemed issued for purposes of U.S.

federal and applicable state and local income tax purposes and is not exercisable.

The Renesas Warrant is exercisable within three years from the Effective Date;

provided, that if the Regulatory Trigger Deadline occurs, the expiration date of the Renesas Warrant will be extended by one year.

Further, until all Regulatory Approvals have been received, in lieu of shares of New Common Stock receivable upon exercise of the Renesas Warrant, Renesas will have the right to receive cash proceeds from the sale of the shares underlying the Renesas Warrant in accordance with the terms of the Plan and that certain investor rights and disposition agreement between the Company and Renesas.

The Renesas Warrant

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also includes “Black Scholes” protection for two years following the Effective Date.

This protective clause requires the Company to pay warrant holders a cash-out value based on the Black-Scholes pricing model if a fundamental transaction, such as a merger or change of control, occurs.

Secured Financing

On the Effective Date, the Company issued secured financing in an aggregate amount of $2.1 billion of par value, consisting of (i) new Senior Secured Notes due 2030 (the "New Senior Secured Notes") in an aggregate principal amount of $1.3 billion and a payment from the redemption of $277.5 million in principal amount of Existing Senior Secured Notes at 109.875% of the principal amount being redeemed (paid with the proceeds of the rights offering, described above, and proceeds from the sale of the MACOM Shares (as defined below) previously held by the Company) and certain commitment fees, subject to certain conditions, (ii) 7%/12% second lien senior secured PIK toggle notes due 2031 (the "New 2L Non-Convertible Notes") in an aggregate principal amount of $296.4 million, (iii) new 2.5% Convertible Second-Lien Senior Secured Notes due 2031 in an aggregate principal amount of $203.6 million issued to Renesas (the “New 2L Renesas Convertible Notes”) and (iv) New 2L Non-Renesas Convertible Notes in an aggregate principal amount of $331.4 million, including the payment of the Backstop Premium of $30.25 million under the Backstop Commitment Agreement.

Incentive Compensation Plans

Pursuant to the Plan, the Company adopted two equity compensation plans:

the 2025 Long-Term Incentive Compensation Plan (the "Long-Term Incentive Plan") and the 2025 Management Incentive Compensation Plan (the "Management Incentive Plan"), which each provide for the grant of options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units, performance units, other awards, or a combination thereof.

An aggregate of 4,058,925 shares of New Common Stock have been reserved for issuance under the Long-Term Incentive Plan.

The Long-Term Incentive Plan provides for grants to be made under the Long-Term Incentive Plan in fiscal year 2026 and 2027 having an aggregate value, as determined by the Board or the Committee (as defined in the Long-Term Incentive Plan), equal to $26.6 million and $27.5 million, respectively.

An aggregate of 8,117,851 shares of New Common Stock have been reserved for issuance under the Management Incentive Plan.

The Management Incentive Plan provides for initial awards under the Management Incentive Plan to be made to executive officers and key employees in accordance with the Restructuring Support Agreement.

Renesas Contingent Consideration

If the Regulatory Approvals have not been obtained prior to the Regulatory Trigger Deadline, Renesas shall be entitled to certain contingent consideration, including $15 million in cash (the “Reserve Cash”), $15 million in New 2L Non-Convertible Notes (the “Additional New 2L Non-Convertible Notes”), the 871,287 shares of New Common Stock described above, and the right to a one-year extension of the exercise period of the Renesas Warrant as described above (the foregoing, collectively with the Reserve Cash, the Additional New 2L Non-Convertible Notes, the “Contingent Consideration”).

If the Regulatory Approvals are obtained prior to the Regulatory Trigger Deadline, Renesas will not be entitled to the Contingent Consideration and $10 million of the Reserve Cash shall be remitted to or retained by the Company, $5 million of the Reserve Cash will be remitted to the holders of the New Senior Secured Notes (on account of the commitment fee amount), the Additional New 2L Non-Convertible Notes will not be issued, the 871,287 shares of New Common Stock will be distributed to the holders of Old Common Stock immediately prior to the Effective Date, and the term of the Renesas Warrant will not be extended.

Investor Rights and Disposition Agreement

In accordance with the Plan, on the Effective Date, the Company entered into an Investor Rights and Disposition Agreement (the “Investor Rights Agreement”) with Renesas.

The Investor Rights Agreement provides certain investment-related rights, including, among other terms, that Renesas has the right to select one member of the board of directors of Wolfspeed (the “Board”), subject to receipt of the Regulatory Approvals and Renesas holding in excess of 10% in the aggregate of the New Common Stock.

The Investor Rights Agreement also provides that, through January 1 of the year following the receipt of all Regulatory Approvals, (i) Renesas shall not exercise voting rights attached to New Common Stock beneficially owned by Renesas representing more than 9.9% of the Aggregate Company Voting Power (as defined in the Investor Rights Agreement) (the “Voting Rights Limitation”) and (ii) any conversion or exercise of Securities (as defined in the Investor Rights Agreement) into New Common Stock by Renesas shall be null and void and treated as if never made to the extent that, after giving effect to such conversion or exercise, Renesas would beneficially own New Common Stock representing more than 39.9% of the Aggregate Company Voting Power immediately after giving effect to such conversion or exercise (the “Beneficial Ownership Limitation” and, together with the Voting Rights Limitation, the “Limitations”).

Such Limitations will be automatically renewed for subsequent one-year periods subject to the terms of the Investor Rights Agreement.

Notwithstanding the foregoing, Renesas may terminate the Limitations at any time and without regard to any limitation periods set forth in the Investor Rights Agreement if the Company has submitted to its stockholders’ meeting a proposal of (i) any transaction that would lead to a change of control of the Company, (ii) the issuance of any New Common Stock (or instruments

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convertible or exercisable into New Common Stock), (iii) any amendment to the certificate of incorporation or bylaws that would adversely affect any rights of Renesas and (iv) any other matters that could adversely affect any rights of Renesas.

Additionally, prior to the Renesas Base Distribution Date, subject to certain terms and conditions, Renesas has designation rights regarding the disposition of, and right to cash proceeds from the disposition of, the New Common Stock (or the New Common Stock underlying the Securities that Renesas is entitled to receive pursuant to the Plan.

Renesas may direct Wolfspeed to sell shares of New Common Stock through a primary registered offering pursuant to the Registration Rights Agreement (as defined below) or sell shares under the ELOC/ATM Program (as defined in the Investor Rights Agreement), and remit the cash proceeds from such sales directly to Renesas, net only of sales agent or underwriter commissions or discounts.

Upon remittance of such proceeds to Renesas, Renesas’s entitlement to such Securities will be reduced accordingly.

Renesas is not permitted to exercise such designation rights until nineteen (19) weeks after the Effective Date.

Registration Rights Agreement

In accordance with the Plan, on the Effective Date, Wolfspeed entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Renesas and certain holders of the New 2L Non-Renesas Convertible Notes (together with Renesas, the “RRA Counterparties”).

The Registration Rights Agreement grants the RRA Counterparties certain registration rights in respect of certain “Registrable Securities” (as defined in the Registration Rights Agreement) held by them.

Pursuant to the Registration Rights Agreement, Wolfspeed must file a shelf registration statement on Form S-1 or, if available, a registration statement on Form S-3 (a “Shelf Registration Statement”) to register the Registrable Securities held by the RRA Counterparties (i) within 45 days of the Effective Date and (ii) solely with respect to the Registrable Securities held by Renesas, within 45 days of the Renesas Base Distribution Date.

Thereafter, an RRA Counterparty holding Registrable Securities registered on an effective Shelf Registration Statement may require the Company to effect an underwritten offering of such RRA Counterparty’s Registrable Securities and file any necessary prospectus supplement or post-effective amendment to the Company’s Shelf Registration Statement as soon as practicable and, in any event, within fifteen business days (in the case of a Shelf Registration Statement on Form S-1) or ten business days (in the case of a Shelf Registration Statement on Form S-3).

The RRA Counterparties may also sell Registrable Securities registered under the Shelf Registration Statements in non-underwritten offerings.

The Company is required to maintain the effectiveness of any Shelf Registration Statement until the Registrable Securities covered by such Shelf Registration Statement are no longer Registrable Securities.

Additionally, the RRA Counterparties have customary piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement.

Prior to the receipt of Regulatory Approvals, at any time following the nineteen-week anniversary of the Effective Date, Renesas may require the Company to register the sale of shares of New Common Stock or other securities of the Company on a registration statement on Form S-1 or, if available, a registration statement on Form S-3, to conduct a primary offering of securities, the proceeds of which (after deducting underwriting commissions) will, in accordance with the Investor Rights Agreement, be directed to Renesas in satisfaction of the Company’s obligation to issue shares of New Common Stock to Renesas pursuant to the Plan.

The foregoing registration rights are subject to certain conditions and limitations, including customary blackout periods, market conditions, the Company’s right to delay or withdraw a registration statement under certain circumstances and, if an underwritten offering is contemplated, the number of such underwritten offerings to be initiated during a year and the right of underwriters to limit the number of shares to be included in a registration statement.

The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective.

The Registration Rights Agreement provides for customary indemnification and contribution provisions.

The Registration Rights Agreement will terminate, with respect to each RRA Counterparty, at such time as such RRA Counterparty no longer owns any Registrable Securities, and in full and be of no further effect, at such time as there are no Registrable Securities held by any RRA Counterparties.

The Company has applied Accounting Standards Codification ("ASC") Topic 852:

Reorganizations (“ASC 852”) in preparing the unaudited consolidated financial statements.

ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

Accordingly, certain charges incurred during the three months ended September 28, 2025, related to the bankruptcy proceedings, including the write-off of original issue discount and deferred debt issuance costs and discounts associated with debt classified as liabilities subject to compromise and professional fees, are recorded as reorganization items, net.

In addition, pre-petition Debtor obligations that may be impacted by the Chapter 11 Cases have been classified on the unaudited consolidated balance sheet at September 28, 2025, as liabilities subject to compromise.

These liabilities are reported at the allowed amounts by the Bankruptcy Court, even if they may be settled for lesser amounts.

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Industry Dynamics and Trends

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• 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, device products in the power markets and our ability to win new designs 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, we and other semiconductor companies have been experiencing softening demand for our products.

We continue to experience increased mid- and long-term demand for our power products designed 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 materials and devices while also evidencing the growing global focus on adopting higher efficiency energy solutions, including electric vehicle and related technologies.

We believe these trends could have a significant positive impact on revenues in future periods.

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.

• Intense and Constantly Evolving Competitive Environment.

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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 open new applications in the power markets we serve.

In addition, market participants often undertake pricing strategies to gain or protect market share, increase the utilization of their production capacity and develop 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.

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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 U.S., China and other countries.

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.

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To enforce or protect intellectual property rights, litigation or threatened litigation is common.

Overview of the nine months ended March 30, 2025

The following is a summary of our continuing operations financial results as of and for the nine months ended March 30, 2025 compared to the nine months ended March 31, 2024, unless otherwise stated.

• Our year-over-year revenue decreased ($45.9) million to $560.6 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 (17.1)% from 12.4%.

Gross margin includes the impacts of underutilization costs primarily in connection with the start of production at the Mohawk Valley Fab and restructuring and closure-related costs associated with the Durham Fab.

Overview of the three months ended September 28, 2025

The following is a summary of our results of operations for the three months ended September 28, 2025 compared to the three months ended September 29, 2024, unless otherwise stated.

• Our year-over-year revenue increased $2.1 million to $196.8 million, primarily driven by Power Products, particularly our distribution channel, partially offset by weaker demand for our Materials Products.

• Gross margin decreased to (39.2)% from (18.6)%, primarily due to underutilization from the Siler City Fab which was presented as Start-up Cost prior to substantial completion of the fab in late fiscal 2025, and unfavorable changes in product mix.

The favorable impact from lower restructuring and closure-related costs was primarily offset by specific reserves on certain inventory products.

• Operating loss was $161.4 million compared to $230.1 million.

• Diluted loss per share was $4.12 compared to $2.23.

• Combined cash, cash equivalents and short-term investments was $1,329.6 million at March 30, 2025 and $2,174.6 million at June 30, 2024.

• Long-term debt, net was $6,511.8 million at March 30, 2025 and $6,161.1 million at June 30, 2024.

• Cash used in operating activities was $469.2 million compared to $431.8 million.

• Purchases of property and equipment, net were $820.9 million (net of $238.6 million in reimbursements) compared to $1,451.3 million (net of $178.4 million in reimbursements), primarily due to a planned decrease in capital expenditures and our initial receipt of Section 48D Advanced Manufacturing Investment Credits (AMIC) refundable tax credits, both related to our expansion initiatives.

• Design-wins and design-ins decreased for the nine months ended March 30, 2025 compared to the same period ended March 31, 2024.

Design-wins for the third quarter of fiscal 2025 were the second highest in company history, as customers begin to ramp previously reported design-ins, although at a lower ramp rate than initially expected

• Cash provided by operating activities was $5.7 million compared to cash used in operating activities of $132.0 million.

• Purchases of property and equipment, net were $103.9 million (net of $0.1 million in reimbursements) compared to $395.0 million (net of $42.0 million in reimbursements), primarily due to a planned decrease in capital expenditures as we substantially completed our expansion initiatives in late fiscal 2025.

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Business Outlook

We believe we are uniquely positioned as an innovator in the global semiconductor industry.

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:

• improving the financial performance of the company

• taking aggressive steps to strengthen our balance sheet

• deploying cost-efficient capital to support our growth plan

• accelerating product innovation

• optimizing our manufacturing processes and deployment of existing 200mm assets

• improving the financial performance of the company, including a continued optimization of our capital structure

We believe these efforts will support our goals of delivering long-term growth and profitability, while enabling us to continue to invest in our business to further develop the technologies and accelerate the growth opportunities of silicon carbide materials and silicon carbide power devices and modules.

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 have consistently realized quarterly yield improvements during fiscal 2025.

During the first quarter of fiscal 2025, we initiated a headcount reduction and facility consolidation plan (the 2025 Restructuring Plan), intended to further optimize our cost structure as we accelerate 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 13, "Restructuring," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional discussion of the financial impact of these activities.

We believe we have the ability to navigate the current environment while maintaining our capital expenditure plans to support future growth to meet long-term demand.

We incurred approximately $0.8 billion of net capital investment for the nine months ended March 30, 2025 and expect to incur an additional $0.2 billion of net capital investment during the fourth quarter of fiscal 2025.

Our net capital investment during fiscal 2025 includes approximately $0.2 billion of incentives received for eligible expenditures, primarily under the AMIC refundable tax credits, as further discussed in Note 1, "Basis of Presentation".

Our major expansion projects at the Mohawk Valley Fab and Siler City, NC facility are approaching substantial completion.

Consequently, we expect gross capital investment to decrease significantly, to approximately $0.2 billion in fiscal 2026.

We also expect to receive an additional $0.6 billion of incentives primarily related to the AMIC refundable tax credits, during fiscal 2026.

Fiscal Quarters

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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.

Fiscal 2025 is a 52-week fiscal year.

Fiscal 2024 was a 53-week fiscal year, and the second quarter of fiscal 2024 was a 14-week fiscal quarter.

Our 2026 and 2025 fiscal years are 52-week fiscal years.

The next 53-week fiscal year will be for our 2030 fiscal year.

Results of Operations

Selected consolidated statements of operations data for the three and nine months ended March 30, 2025 and March 31, 2024 were as follows:

Three months ended Nine months ended

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Selected consolidated statements of operations data for the three months ended September 28, 2025 and September 29, 2024 were as follows:

Three months ended

September 28, 2025 September 29, 2024

(in millions of U.S.

Dollars, except share data) Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue

Dollars, except share data) Amount % of Revenue Amount % of Revenue

Revenue, net $196.8 100.0 % $194.7 100.0 %

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Factory start-up costs — — % 19.7 10.1 %

Amortization of acquisition-related intangibles 0.3 0.2 % 0.3 0.1 % 0.9 0.2 % 0.9 0.1 %

Loss on disposal or impairment of long-lived assets 31.1 16.8 % 0.6 0.3 % 157.5 28.1 % 1.0 0.2 %

Other operating expense 33.8 18.2 % 5.3 2.6 % 135.4 24.2 % 12.5 2.1 %

Gain on disposal of property and equipment (5.7) (2.9) % — — %

Restructuring and other expenses 20.4 10.4 % 61.1 31.4 %

Operating loss (161.4) (82.0) % (230.1) (118.2) %

Non-operating expense, net 90.9 49.0 % 42.4 21.1 % 191.9 34.2 % 98.7 16.3 %

Reorganization items, net 503.8 256.0 % — — %

Interest expense, net of capitalized interest 0.7 0.4 % 64.5 33.1 %

Non-operating income, net (22.4) (11.4) % (12.8) (6.6) %

Loss before income taxes (643.5) (327.0) % (281.8) (144.7) %

Income tax expense 0.1 0.1 % 0.1 — % 0.4 0.1 % 0.6 0.1 %

Net loss from continuing operations (285.5) (154.0) % (148.9) (74.2) % (939.9) (167.7) % (398.7) (65.7) %

Net loss from discontinued operations — — % — — % — — % (290.6) (47.9) %

Income tax (benefit) expense 0.1 0.1 % 0.4 0.2 %

Net loss ($643.6) (327.0) % ($282.2) (144.9) %

1 unchanged sentence

Continuing operations ($4.12) ($2.23)

Discontinued operations — — — (2.32)

Three months ended Nine months ended

Table of Conten ts

Three months ended

(in millions of U.S.

Dollars) March 30, 2025 March 31, 2024 Change March 30, 2025 March 31, 2024 Change

Dollars) September 28, 2025 September 29, 2024 Change

Power Products $131.8 $97.1 $34.7 36 %

1 unchanged sentence

Revenue $196.8 $194.7 $2.1 1 %

Net sales for the three and nine months ended March 30, 2025 were down 8% compared to the same periods in 2024.

• Net sales of our Power Product offerings were primarily impacted by ongoing weakness in the industrial and energy end market.

This decrease has been primarily offset by growth in demand for automotive applications, though we are continuing to experience slower growth for automotive applications than we previously expected.

• Net sales of our Materials Product offerings were primarily impacted by weaker end market demand that has resulted in some of our customers adjusting the timing and size of their orders.

Net sales for the three months ended September 28, 2025 increased 1% compared to the same period in 2024.

• Net sales of our Power Product offerings increased primarily due to growth in our automotive end market.

Net sales related to our industrial and energy end markets also increased slightly.

End-of-life buys from our distributors related to the planned shutdown of our 150mm device fab in Durham, North Carolina, increased revenue through our distribution channel during the first quarter of fiscal 2026.

We expect the favorable impact from these orders to be less significant during the second half of fiscal 2026 following the shutdown of the Durham fab.

• Net sales of our Materials Product offerings were primarily impacted by our substrate customers adjusting the timing and size of their orders to rebalance supply to match weaker end market demand.

Gross Profit and Gross Margin

Three months ended Nine months ended

Three months ended

(in millions of U.S.

Dollars) March 30, 2025 March 31, 2024 Change March 30, 2025 March 31, 2024 Change

Dollars) September 28, 2025 September 29, 2024 Change

Gross (loss) profit

1 unchanged sentence

Gross margin (39) % (19) %

The primary drivers of the decrease in gross profit and gross margin for the three and nine months ended March 30, 2025 compared to the same periods in 2024 included:

• $16.8 million and $82.5 million, respectively, of costs in connection with the 2025 Restructuring Plan as discussed in Note 13, "Restructuring," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report.

• Unfavorable changes in product mix driven by (1) a decrease in the percent of total net sales attributable to our higher-margin Materials Products offerings and (2) an increase in the percent of Power Product net sales attributable to lower margin automotive applications, due to ongoing weakness in the industrial & energy end market.

Production capacity in the Durham fab has shifted from industrial and energy products to automotive products, which have a higher production cost in that fab.

The gross margin impact of the above items was partially offset by slightly lower underutilization costs due to the timing of the Mohawk Valley Fab ramp.

We incurred $26.3 million and $81.6 million for the three and nine months ended March 30, 2025, respectively, of underutilization costs in connection with the start of production at our Mohawk Valley Fab.

Underutilization costs were $30.4 million and $100.4 million for the three and nine months ended March 31, 2024, respectively.

The primary drivers of the decrease in gross profit and gross margin for the three months ended September 28, 2025 compared to the same period in 2024 included the following, partially offset by $16 million decrease in restructuring and other closure-related costs:

• $21 million increase in underutilization costs primarily 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 underutilization costs related to the Mohawk Valley Fab and Siler City Fab until market demand for our products meets or exceeds our production capacity.

• $29 million increase in write-downs related to customer-specific inventory we intend to scrap, partially attributable to our ongoing restructuring activities.

• Unfavorable changes in product mix primarily related to a decrease in Materials Products revenue and a higher proportion of Power Products revenue derived from automotive offerings.

Research and Development

Three months ended Nine months ended

Three months ended

(in millions of U.S.

Dollars) March 30, 2025 March 31, 2024 Change March 30, 2025 March 31, 2024 Change

Dollars) September 28, 2025 September 29, 2024 Change

Research and development $31.7 $50.9 ($19.2) (38) %

Percent of revenue 16 % 26 %

The decrease in research and development expenses for the three and nine months ended March 30, 2025 as compared to the three and nine months ended March 31, 2024 was primarily due to a decrease in salary and benefits costs related to lower headcount and lower material costs from a planned decrease in research and development wafer starts associated with product transfers and technology qualifications related to the Mohawk Valley Fab ramp.

The decrease in research and development expenses for the three months ended September 28, 2025 as compared to the three months ended September 29, 2024 was primarily due to a decrease in personnel costs related to lower headcount and a planned decrease in the amount of research and development wafer spend from product transfers and technology qualifications related to the Mohawk Valley Fab ramp.

Sales, General and Administrative

Three months ended Nine months ended

Three months ended

(in millions of U.S.

Dollars) March 30, 2025 March 31, 2024 Change March 30, 2025 March 31, 2024 Change

Dollars) September 28, 2025 September 29, 2024 Change

Sales, general and administrative $37.9 $62.2 ($24.3) (39) %

Percent of revenue 19 % 32 %

The decrease in sales, general and administrative expenses for the three and nine months ended March 30, 2025 as compared to the three and nine months ended March 31, 2024 was primarily driven by a reduction in salaries related to planned decreases in headcount and variable compensation costs of approximately $9.9 million and $24.0 million, respectively.

Outside services spending also decreased by $2.8 million and $6.5 million for the three and nine months ended March 30, 2025, respectively, as compared to the same periods in fiscal 2024 as a result of our recent efforts to optimize our cost structure.

Table of Conten ts

The decrease in sales, general and administrative expenses for the three months ended September 28, 2025 as compared to the three months ended September 29, 2024 was primarily driven by a reduction in personnel costs due to our ongoing restructuring initiatives and lower outside service provider spend due to ongoing cost optimization efforts.

Factory Start-up Costs

Three months ended Nine months ended

Three months ended

(in millions of U.S.

Dollars) March 30, 2025 March 31, 2024 Change March 30, 2025 March 31, 2024 Change

Dollars) September 28, 2025 September 29, 2024 Change

Factory start-up costs $— $19.7 ($19.7) (100) %

Start-up costs increased for the three and nine months ended March 30, 2025 as compared to the three and nine months ended March 31, 2024 due to increased costs incurred in connection with the construction of our materials manufacturing facility in Siler City, North Carolina.

These costs are expected to be minimal once the facility begins to ramp production.

Loss on Disposal or Impairment of Long-Lived Assets

Three months ended Nine months ended

Start-up costs decreased to zero for the three months ended September 28, 2025 as compared to the three months ended September 29, 2024 due to the substantial completion of the initial phase of construction of our materials manufacturing facility in Siler City, North Carolina.

The manufacturing costs, including underutilization costs, related to the Siler City facility are now included within Cost of revenue, net.

Reorganization items, net

Three months ended

(in millions of U.S.

Dollars) March 30, 2025 March 31, 2024 Change March 30, 2025 March 31, 2024 Change

Loss on disposal or impairment of long-lived assets $31.1 $0.6 $30.5 5,083% $157.5 $1.0 $156.5 15,650%

Loss on disposal or impairment of long-lived assets primarily includes the write-offs of fixed assets, as well as the write-offs of impaired or abandoned patents, partially offset by proceeds from asset sales.

Loss on disposal or impairment of long-lived assets for the three and nine months ended March 30, 2025 consist of impairments of abandoned facility-related assets totaling $155.2 million related to the 2025 Restructuring Plan as discussed in Note 13, "Restructuring," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report.

Other Operating Expense

Three months ended Nine months ended

Dollars) September 28, 2025 September 29, 2024 Change

Reorganization items, net $503.8 $— $503.8 100%

Reorganization items, net include professional fees related to our Chapter 11 Cases and debt valuation adjustments for Liabilities subject to compromise.

Restructuring and Other Operating Expense

Three months ended

(in millions of U.S.

Dollars) March 30, 2025 March 31, 2024 Change March 30, 2025 March 31, 2024 Change

Legal settlements 17.0 — 17.0 100 % 17.0 — 17.0 100 %

Dollars) September 28, 2025 September 29, 2024 Change

Restructuring and other exit costs $3.7 $52.8 ($49.1) (93) %

Project, transformation and transaction costs 13.8 6.0 7.8 130 %

Executive severance costs — — — — % 1.4 $ — 1.4 100 %

Other 2.9 2.3 0.6 26 %

Other operating expense $ 33.8 $ 5.3 $ 28.5 538 % $ 135.4 $ 12.5 $ 122.9 983 %

The increase in Other Operating Expenses during the three and nine months ended March 30, 2025 compared to the three and nine months ended March 31, 2024 was primarily driven by costs related to the 2025 Restructuring Plan.

Additionally, during the third quarter of fiscal 2025, we agreed to settle several ongoing legal matters and recognized the associated financial statement impact of those settlements in Other Operating Expense.

Restructuring and other expenses $20.4 $61.1 ($40.7) (67) %

The decrease in restructuring and other operating expenses during the three months ended September 28, 2025 compared to the three months ended September 29, 2024 was primarily driven by a decrease in costs related to our headcount reduction and facility consolidation plan intended to reduce costs, increase our operational efficiency and align our manufacturing capacity with our customers' demand initiated the first quarter of fiscal 2025 (the "2025 Restructuring Plan") partially offset by an increase in costs related to our Chapter 11 Cases that do not qualify as Reorganization items, net.

Refer to Note 14, "Restructuring," in Part I, Item 1 of this Quarterly Report for more information on Restructuring and other exit costs.

Refer to Note 5, "Commitments and Contingencies," in Part I, Item 1 of this Quarterly Report for more information on our accounting for contingent losses.

Interest Expense, net of Capitalized Interest

Three months ended

(in millions of U.S.

Dollars) September 28, 2025 September 29, 2024 Change

Interest expense, net of capitalized interest $0.7 $64.5 ($63.8) (99)%

Interest expense, net of capitalized interest.

The decrease in interest expense during the three months ended September 28, 2025 compared to the three months ended September 29, 2024 was primarily related to the Chapter 11 Cases.

Beginning on the Petition Date, we ceased the recognition of interest expense related to our then-outstanding debt obligations and became obligated to make certain adequate protection payments as a result of the Chapter 11 Cases, which were accounted for as a reduction of the principal balance of the Existing Senior Secured Notes.

These instruments were later adjusted to the estimated allowed claim amount, resulting in a corresponding charge to Reorganization items, net.

Table of Conten ts

Non-Operating Expense, net

Three months ended Nine months ended

Three months ended

(in millions of U.S.

Dollars) March 30, 2025 March 31, 2024 Change March 30, 2025 March 31, 2024 Change

Dollars) September 28, 2025 September 29, 2024 Change

Interest income ($8.9) ($22.2) $13.3 (60) %

Interest expense, net of capitalized interest 85.4 59.5 25.9 44 % 230.4 185.5 44.9 24 %

Loss on customs matter

— 7.7 (7.7) (100) % — 7.7 (7.7) (100) %

Loss on Wafer Supply Agreement — 6.9 (6.9) (100) % 9.2 20.4 (11.2) (55) %

Unrealized loss (gain) on equity investment 24.9 (1.9) 26.8 (1,411) % 9.2 (7.3) 16.5 (226) %

Gain on RTP fab transfer (25.4) — (25.4) 100 %

Realized loss on MACOM Shares 10.9 — 10.9 100 %

Other expense, net 1.0 9.4 (8.4) (89) %

1 unchanged sentence

($22.4) ($12.8) ($9.6) 75 %

Interest income.

The decrease in interest income for the three and nine months ended March 30, 2025 as compared to the three and nine months ended March 31, 2024 was primarily due to lower short-term investment balances and a lower interest rate environment.

Interest expense, net of capitalized interest .

The increase in interest expense for the three and nine months ended March 30, 2025 as compared to the three and nine months ended March 31, 2024 was primarily due to higher average debt outstanding and a higher average borrowing rate, offset, in part, by increased interest capitalization in the three and nine months ended March 30, 2025.

Refer to Note 9 "Long-term Debt," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report for the summary of outstanding debt.

Income Tax Expense

Three months ended Nine months ended

(in millions of U.S.

Dollars) March 30, 2025 March 31, 2024 Change March 30, 2025 March 31, 2024 Change

Income tax expense $0.1 $0.1 $— — % $0.4 $0.6 ($0.2) (33) %

Effective tax rate — % — % — % — %

The change in our effective tax rate for the three and nine months ended March 30, 2025 compared to the three and nine months ended March 31, 2024 was immaterial.

In general, the variation between our effective income tax rate and the current U.S.

statutory rate of 21.0% is primarily due to:

(i) changes in our valuation allowances against deferred tax assets, (ii) income derived from international locations with differing tax rates than the U.S., and (iii) tax credits generated.

The decrease in interest income was primarily due to lower short-term investment balances and a lower interest rate environment.

The gain on the RTP Fab Transfer was primarily related to the acceleration of the RTP Transfer Date and related early termination of the Master Supply Agreement.

Table of Conten ts

Liquidity and Capital Resources

We require cash to fund our operating expenses, debt service costs, working capital requirements and capital expenditures, including the purchase of goods and services in the ordinary course of business such as raw materials, supplies and capital equipment, as well as outlays for research and development, strategic acquisitions and investments.

We expect to need additional funding to fully complete all of our intended capacity expansions.

Further, we may need to reduce capital expenditures and/or take other steps to preserve working capital in the future in order to ensure that we can meet our needs and obligations and maintain compliance with our debt covenants.

Our principal sources of liquidity are cash on hand and marketable securities.

In the second quarter of fiscal 2025, we filed a shelf registration statement on Form S-3 to register for possible future sale shares of our common stock.

The registration statement became automatically effective upon filing with the SEC on December 9, 2024.

Under this shelf registration statement, we implemented an at-the-market program (the ATM Program) as described in the prospectus supplement filed with the SEC on December 9, 2024.

As discussed further in Note 14, "Shareholders' Equity", the ATM Program was conducted pursuant to an equity distribution agreement (the Equity Distribution Agreement) with J.P.

Morgan Securities LLC and Wells Fargo Securities, LLC (the Managers).

The ATM Program concluded on January 14, 2025, and we completed the sale of approximately 27.8 million additional shares of common stock for total gross proceeds of approximately $200.0 million and net proceeds of approximately $195.2 million, after $4 million in commissions to the Managers and $0.8 million in other offering costs.

As discussed in Note 9 "Long-term Debt," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report, we also obtained additional funding of $250.0 million through the issuance of additional 2030 Senior Notes, and expect to pursue additional funding through debt refinancing (which may involve refinancing, modifying or retiring some of our existing debt), equity offerings or other non-debt capital sources.

In the third quarter of fiscal 2025, we received an initial federal cash tax refund of $186.5 million for the AMIC claimed under Section 48D of the Internal Revenue Code, related to capital projects included in fiscal 2023 and fiscal 2024 tax returns.

As described above and in Note 1, “Basis of Presentation and New Accounting Standards – Liquidity,” to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, we have a significant amount of outstanding indebtedness and have engaged external advisors to assist with the evaluation of a number of strategic alternatives, including a potential out-of-court or in-court capital restructuring.

These alternatives include, but are not limited to, restructuring, refinancing or amending our existing debt, seeking new financing or pursuing asset sales to bolster liquidity.

No definitive terms have been agreed upon to date and there can be no assurance that we will reach an agreement or successfully complete a transaction in a timely manner or at all.

Any restructuring or other transaction is expected to be costly, would likely be substantially dilutive to our existing shareholders, and would likely limit our ability to utilize our net operating loss carry forwards (and/or other nonrefundable tax attributes).

Our ability to generate and monetize certain refundable tax credits, such as the AMIC, is not anticipated to be limited as a result of any potential strategic alternatives being pursued.

While we consider these strategic alternatives, we retain sufficient liquidity in the near term, with approximately $1,329.6 million of unrestricted cash and cash equivalents and short-term investments on its unaudited consolidated balance sheet as of March 30, 2025, compared to scheduled debt repayments and debt service costs of $575 million and $322 million, respectively, over the next 12 months.

We also plan to submit for approximately $600 million in cash tax refunds related to the amounts eligible for reimbursement under the AMIC over the next 12 months.

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.

However, due to our ongoing consideration of an in-court restructuring that would result in an event of default during the implementation of that potential solution, management has concluded that there is substantial doubt about our ability to continue as a going concern as of the issuance date of the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, in accordance with the requirements of ASC 205-40, “Presentation of Financial Statements – Going Concern.”

Sources of Liquidity

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.

There continues to be uncertainty around the extent of market volatility, demand for our products, increased competition, the impact of tariffs, inflationary pressures, interest rate changes, recessionary concerns, uncertainty in the financial and banking industry, and geopolitical tension, which may impact our liquidity and working capital needs in future periods.

On September 29, 2025, we emerged from the Chapter 11 Cases.

As discussed above under "Recent Events" on the Effective Date, we issued secured financing in an aggregate amount of $2.1 billion of par value, consisting of (i) the New Senior Secured Notes in an aggregate principal amount of $1.3 billion, (ii) the New 2L Non-Convertible Notes in an aggregate principal amount of $296.4 million, (iii) the New 2L Renesas Convertible Notes in an aggregate principal amount of $203.6 million and (iv) the New 2L Non-Renesas Convertible Notes in an aggregate principal amount of $331.4 million, including the payment of the Backstop Premium of $30.25 million under the Backstop Commitment Agreement.

New Senior Secured Notes

On the Effective Date, we entered into that certain Indenture (the “New Senior Secured Notes Indenture”), by and among the Company, Wolfspeed Texas LLC, as subsidiary guarantor (the “Subsidiary Guarantor”), and U.S.

Bank Trust Company, National Association, as the trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), pursuant to which, among other things, we issued the New Senior Secured Notes.

The New Senior Secured Notes bear interest, payable quarterly in arrears on March 23, June 23, September 23, and December 23 of each year, (a) for the period from the Effective Date through and including June 22, 2026, at a rate of 9.875% per annum (payable in cash), plus 4.00% per annum (payable in-kind);

and (b) for the period commencing on June 23, 2026 and at all times thereafter, (i) if the Interest Rate Step-Down Condition is satisfied as of June 23 of the most recent year, at a rate of 13.875% per annum (payable in cash) and (ii) if the Interest Rate Step-Down Condition is not satisfied as of June 23 of the most recent year, at a rate of 15.875% per annum (payable in cash).

The Interest Rate Step-Down Condition is met if (a)(i) we redeem or repurchase (other than redemptions or repurchases with the proceeds of dispositions) the New Senior Secured Notes, resulting in the aggregate principal amount of New Senior Secured Notes outstanding being less than $1,000,000,000 and (ii) we receive at least $450,000,000 of award disbursements pursuant to governmental grants under the CHIPS and Science Act (the “CHIPS Act”) or (b) as of the most recent June 23rd, the ratio of the outstanding principal amount of the New Senior Secured Notes to EBITDA (as defined in the New Senior Secured Notes Indenture) for the most recently ended four fiscal quarter period for which financial statements have been or are required to have been delivered under the New Senior Secured Notes Indenture is less than or equal to 2.00:1.00.

The New Senior Secured Notes will mature on June 23, 2030.

The New Senior Secured Notes Indenture requires us to make an offer to repurchase the New Senior Secured Notes with 100% of the net cash proceeds of certain extraordinary receipts, at a price of 109.875% plus accrued and unpaid interest upon the first to occur of the following :

(i) in the event we and/or our subsidiaries receive in excess of $200,000,000 of such extraordinary receipts from the Effective Date through June 22, 2026, such offer to repurchase will be required to be in an aggregate principal amount of $175,000,000 of the New Senior Secured Notes, (ii) in the event we and/or our subsidiaries receive in excess of $200,000,000 of such extraordinary receipts from the Effective Date through June 22, 2027, such offer to repurchase will be required to be in an aggregate principal amount of $225,000,000 of the New Senior Secured Notes, or (iii) if we and/or our Subsidiaries receive less than or equal to $200,000,000 of such extraordinary receipts from the Effective Date through June 22, 2027, such offer to repurchase will be required to be in an aggregate principal amount of $150,000,000 (such repurchase date, the “Extraordinary Receipts Trigger Date”).

Further, we are required to repurchase the New Senior Secured Notes with 100% of the net cash proceeds of certain non-ordinary course asset sales and casualty events, subject to the ability to (so long as no default or event of default exists under the Indenture), reinvest the proceeds of casualty events involving certain core assets, at a price equal to the lesser of (a) 111.875% of the principal amount of the New Senior Secured Notes being repurchased and (b) if such disposition or casualty event occurred (i) on or after June 23, 2026 and prior to the later of June 23, 2027 and the Extraordinary Receipts Trigger Date, 109.875% of the principal amount of such New Senior Secured Notes, plus accrued and unpaid interest to, but excluding, the applicable redemption (or repurchase) date, (ii) on or after the later of June 23, 2027 and the Extraordinary Receipts Trigger Date and prior to June 23, 2028, 105.000% of the principal amount of such New Senior Secured Notes, plus accrued and unpaid interest to, but excluding, the applicable redemption (or repurchase) date, (iii) on or after June 23, 2028 and prior to June 23, 2029, 103.000% of the principal amount of such New Senior Secured Notes, plus accrued and unpaid interest to, but excluding, the applicable redemption (or repurchase) date, and (iv) on or after June 23, 2029, 100% of the principal amount of such New Senior Secured Notes plus accrued and unpaid interest to, but excluding, the applicable redemption (or repurchase) date (this clause (b), the “Applicable Redemption Price”).

We are also required to offer to repurchase the New Senior Secured Notes upon a change in control, at a price equal to, (a) if such change of control occurs prior to June 23, 2026, the greater of (i) a customary make-whole redemption price minus 1.00% of the principal amount of such New Senior Secured Notes and (ii) the Applicable Redemption Price as of June 23, 2026 and (b) if such change of control occurs on or after June

Table of Conten ts

23, 2026, the Applicable Redemption Price at the time such change of control occurs.

We may redeem the New Senior Secured Notes at any time, subject to, (a) if the redemption occurs prior to June 23, 2026, by paying a customary make-whole premium and (b) if the redemption occurs on or after June 23, 2026, by paying the Applicable Redemption Price.

Further, we have the right, prior to June 23, 2026, to make an optional redemption of up to 35% of the New Senior Secured Notes with the proceeds of qualified equity issuances consummated since the Effective Date (provided that we have received at least $300,000,000 of net proceeds from such equity issuances), at a redemption price equal to 111.875%.

The New Senior Secured Notes Indenture contains certain customary affirmative covenants, negative covenants, and events of default, including a minimum liquidity financial covenant requiring us to have an aggregate amount of unrestricted cash and cash equivalents maintained in accounts over which the Collateral Agent has been granted a perfected first lien security interest of at least $350,000,000 as of the last day of any calendar month.

Our obligations under the New Senior Secured Notes Indenture will be guaranteed by our material subsidiaries, if any, subject to certain exceptions, and are secured by a pledge (and, with respect to real property, mortgage) of substantially all of our and the guarantors’ existing and future property and assets (subject to certain exceptions), including a pledge of the capital stock of our subsidiaries and the guarantors, subject to certain exceptions.

New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes and New 2L Non-Convertible Notes

On the Effective Date, we entered into (i) that certain indenture (the “New 2L Renesas Convertible Notes Indenture”), by and among the Company, the Subsidiary Guarantor, and the Trustee and the Collateral Agent in respect of the New 2L Renesas Convertible Notes, (ii) that certain indenture (the “New 2L Non-Renesas Convertible Notes Indenture”), by and among the Company, the Subsidiary Guarantor, the Trustee and the Collateral Agent in respect of the New 2L Non-Renesas Convertible Notes and (iii) that certain indenture (the “New 2L Non-Convertible Notes Indenture” and, together with the New 2L Renesas Convertible Notes Indenture and the New 2L Non-Renesas Convertible Notes Indenture, the “2L Indentures”), by and among the Company, the Subsidiary Guarantor, the Trustee and the Collateral Agent in respect of the New 2L Non-Convertible Notes (together with the New 2L Renesas Convertible Notes and the New 2L Non-Renesas Convertible Notes, collectively, the “2L Notes”).

The 2L Notes bear interest, payable semi-annually in arrears on June 15 and September 15 of each year to the holders of record as of June 1 and September 1 of each year.

Interest on the New 2L Renesas Convertible Notes and the New 2L Non-Renesas Convertible Notes is required to be paid in cash;

interest on the New 2L Non-Convertible Notes is permitted to be paid either in cash or in kind (at our election), at an interest rate of 7.00% or 12.00%, respectively.

The 2L Notes mature, in each case, on June 15, 2031.

Each of the New 2L Renesas Convertible Notes and New 2L Non-Renesas Convertible Notes (collectively, the “2L Convertible Notes”) are convertible pursuant to the terms of the New 2L Renesas Convertible Notes Indenture and the New 2L Non-Renesas Convertible Notes Indenture, respectively.

The New 2L Renesas Convertible Notes are convertible at any time from and after September 29, 2025 until September 29, 2027 (the “Conversion Expiration Date”), provided that the New 2L Renesas Convertible Notes are not convertible until the Renesas Base Distribution Date (as defined in the Plan), and the New 2L Non-Renesas Convertible Notes are convertible at any time from and after September 29, 2025 until the fifth (5th) scheduled trading day immediately preceding the maturity date, in each case, subject to certain limitations and exceptions.

The 2L Convertible Notes are convertible into cash, our common stock or a combination thereof, at our election.

The 2L Convertible Notes will be entitled to customary anti-dilutive measures (including adjustments to the 2L Convertible Notes’ conversion rates), as described in each of the indentures governing the 2L Convertible Notes.

Each of the New 2L Non-Convertible Notes and the New 2L Renesas Convertible Notes are not permitted to be redeemed prior to the date that is two (2) years following the Effective Date;

the New 2L Non-Renesas Convertible Notes are not permitted to be redeemed prior to the date that is three (3) years following the Effective Date.

In the event of an optional redemption by us, holders will be entitled to a cash redemption price equal to 100% of the principal amount of such note redeemed, plus accrued and unpaid interest (any such redemption, an “Optional Redemption”)

We are required to offer to repurchase the 2L Notes upon a change of control and, in the case of (i) the 2L Convertible Notes, at a cash repurchase price equal to 100% of the principal amount of such note repurchased, plus accrued and unpaid interest and (ii) the 2L Non-Convertible Notes, at a cash repurchase price equal to 101% of the principal amount of such note repurchased, plus accrued and unpaid interest.

Following the Conversion Expiration Date and upon the occurrence of a change of control, the New 2L Renesas Convertible Notes will be entitled to a cash repurchase price consistent with that of the New 2L Non-Convertible Notes.

Holders of the 2L Convertible Notes will be entitled to adjustments to the respective conversion rates with table make-whole in the event of a change of control or an Optional Redemption.

Notwithstanding the foregoing (but subject to certain limitations described in the indentures governing the 2L Convertible Notes), holders of the 2L Convertible Notes are permitted to convert their notes (i) in lieu of redemption in the event of an Optional Redemption by us or (ii) upon the occurrence of a change of control.

We are also required, subject to the terms of the New Senior Secured Notes and pursuant to the terms and conditions set forth in the indentures governing the 2L Notes, to make an offer to purchase the 2L Notes, on a pro rata basis, upon the occurrence of certain non-ordinary course asset sales and casualty events (subject to certain reinvestment rights described in the 2L Indentures).

Table of Conten ts

The 2L Indentures contain certain customary affirmative covenants, negative covenants, and events of default.

Our obligations under the 2L Indentures will be guaranteed by our material subsidiaries, if any, subject to certain exceptions, and are secured on a second-priority basis by liens on substantially all of our and the guarantors’ existing and future property and assets (subject to certain exceptions) that secure the New Senior Secured Notes.

Intercreditor Agreements

In connection with our entrance into the New Senior Secured Notes Indenture and the 2L Indentures, we, Wolfspeed Texas LLC, as a grantor, and the trustees and the collateral agents under each of the New Senior Secured Notes Indenture and the 2L Indentures entered into the First Lien/Second Lien Intercreditor Agreement, dated as of the September 29, 2025, which sets forth the respective rights on the shared collateral between the noteholders under the New Senior Secured Notes, as first lien creditors, on the one hand, and the noteholders under the 2L Notes, as second lien creditors, on the other hand.

Additionally, in connection with our entrance into the 2L Indentures, we, Wolfspeed Texas LLC, as a grantor, and the trustees and the collateral agents under each of the 2L Indentures entered into the Equal Priority Intercreditor Agreement, dated as of September 29, 2025, which sets forth the respective rights on the shared collateral among the noteholders under the 2L Notes.

The following table sets forth our cash, cash equivalents and short-term investments:

(in millions of U.S.

Dollars) March 30, 2025 June 30, 2024 Change

Dollars) September 28, 2025 June 29, 2025 Change

Cash and cash equivalents $571.6 $467.2 $104.4

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Total cash, cash equivalents and short-term investments $926.0 $955.4 ($29.4)

The significant components of our working capital are liquid assets such as cash and cash equivalents, short-term investments, accounts receivable and inventories, partially reduced by accounts payable and accrued expenses.

In the first quarter of fiscal 2024, we entered into the Unsecured Customer Refundable Deposit Agreement (the CRD Agreement) with Renesas Electronics America Inc.

(Renesas America), pursuant to which Renesas America agreed to provide us up to $2.0 billion in unsecured deposits, subject to certain conditions.

We received an initial deposit of $1.0 billion in the first quarter of fiscal 2024, a second deposit of $500.0 million in the third quarter of fiscal 2024 and the third and final deposit in the fourth quarter of fiscal 2024.

As discussed in Note 9, "Long-term Debt," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report, we entered into an amendment to the CRD Agreement in October 2024 to permit us to pay the accrued interest on the outstanding loans payable on the last business day of each of December 2024 and June 2025 by adding those amounts to the outstanding principal amount of the loans rather than in cash, reducing our expected cash interest payments in fiscal 2025 by approximately $120.0 million.

As also discussed in Note 9, "Long-term Debt," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report, in the second quarter of fiscal 2025, we issued an additional $250.0 million aggregate principal amount of 2030 Senior Notes.

The 2030 Senior Notes Indenture permits us to issue additional tranches up to $500.0 million subject to certain conditions.

We are required to maintain a minimum amount of at least $630.0 million in unrestricted cash and permitted investments as of the last day of any calendar month through March 31, 2025 and at least $750.0 million beginning on April 1, 2025, which amount will be reduced over time upon the fulfillment of certain conditions.

All of our short-term investments had investment grade ratings, and any such investments that were in an unrealized loss position at March 30, 2025 were in such position due to interest rate changes, sector credit rating changes or company-specific rating changes.

We evaluate our short-term investments for expected credit losses.

We believe we are able and intend to hold each of the investments held with an unrealized loss as of March 30, 2025 until the investments fully recover in market value.

No allowance for credit losses was recorded as of March 30, 2025.

We also continue to actively pursue opportunities for federal funding, including but not limited to awards that may be made available through the CHIPS Act or other programs, including the recently established US Investment Accelerator Office ("federal funding opportunities").

From time to time, we evaluate strategic opportunities, including potential acquisitions, joint ventures, divestitures, spin-offs or investments in complementary businesses, and we have continued to make such evaluations.

We may also access capital markets through the issuance of debt or equity, which we may use in connection with the acquisition of complementary businesses or other significant assets or for other strategic opportunities, debt restructuring or general corporate purposes.

Expected Uses of Liquidity

We believe we have the ability to navigate the current environment while maintaining our capital expenditure plans to support future growth to meet long-term demand.

The initial phase of our major expansion projects at the Mohawk Valley Fab and Siler City, NC facility are approaching substantial completion.

Consequently, we expect gross capital investment to decrease significantly, to approximately $0.2 billion in fiscal 2026.

We also expect to receive an additional $0.6 billion of incentives primarily related to the AMIC refundable tax credits, during fiscal 2026.

As such, our ability to modulate capital investment up or down in response to expected production capacity demand requirements will continue to increase.

We have take-or-pay supplier agreements that require a minimum of $209.9 million of purchases over the next five years and a commitment to provide quarterly capacity reservation deposits with a remaining total of $7.1 million, as outlined further in Note 5, "Commitments and Contingencies," to our unaudited financial statements in Part I, Item 1 of this Quarterly Report.

As mentioned above, considering the significant amount of our outstanding indebtedness, we have engaged advisors to assist with the evaluation of a number of potential out-of-court and in-court strategic alternatives, including, but not limited to, restructuring, refinancing or amending our existing debt, seeking new financing or pursuing asset sales to bolster liquidity.

In summary, our cash flows were as follows:

Nine months ended

Three months ended

in millions of U.S.

March 30, 2025 March 31, 2024 Change

Net cash used in operating activities of continuing operations ($469.2) ($431.8) ($37.4) (9) %

Net cash used in investing activities of continuing operations (254.5) (1,571.4) 1,316.9 84 %

Net cash provided by financing activities of continuing operations 407.9 1,446.1 (1,038.2) (72) %

Dollars September 28, 2025 September 29, 2024 Change

Net cash provided by (used in) operating activities of continuing operations $5.7 ($132.0) $137.7 104 %

Net cash provided by (used in) investing activities of continuing operations 136.9 (193.0) 329.9 171 %

Net cash (used in) provided by financing activities of continuing operations (39.0) 4.8 (43.8) (913) %

Effects of foreign exchange changes on cash and cash equivalents 0.8 0.4 0.4 100 %

Cash used in discontinued operations $— ($57.4) 57.4 100 %

Net change in cash and cash equivalents $104.4 ($319.8) $424.2 133 %

Cash Flows from Operating Activities

Net cash used in operating activities of continuing operations increased due to higher interest payments on our long-term debt and payments under the 2025 Restructuring Plan, offset in part by reductions in personnel costs and other variable spend due to our 2025 Restructuring Plan and related cost optimization efforts.

Cash Flows from Investing Activities

Our investing activities of continuing operations primarily relate to short-term investment transactions, purchases of property and equipment, and property and equipment related reimbursements under various federal, state, and local incentive programs.

Cash used in investing activities of continuing operations decreased primarily due to decreases in net purchases of short-term investments of $761.1 million and in net property and equipment purchases of $630.4 million.

The decrease in net property and equipment purchases was driven by lower capital expenditures associated with our ongoing expansion projects and the receipt of cash tax refunds as discussed in Note 1 - "Basis of Presentation and New Accounting Standards," in our unaudited financial statements in Part I, Item 1 of this Quarterly Report.

Cash Flows from Financing Activities

For the nine months ended March 30, 2025, cash provided by financing activities primarily consisted of proceeds of $240 million from the issuance of additional 2030 Senior Notes, net proceeds of $203.9 million from issuances of common stock primarily related to our ATM Program and a $10.0 million refund of escrow deposit, partially offset by $40.2 million of debt issuance costs and $3.9 million in tax withholdings on vested equity awards.

For the nine months ended March 31, 2024, we had proceeds of $1.5 billion primarily related to borrowings under our CRD Agreement during fiscal 2024 and $10.9 million from the issuance of common stock.

These proceeds were partially offset by payments of $46 million for debt issuance costs and $17.5 million in tax withholdings on vested equity awards.

The net increase in cash and cash equivalents of $104.4 million between September 28, 2025 and June 29, 2025 was primarily driven by cash flows from the following activities:

• Operating activities — Cash provided by operating activities results from net income adjusted for certain non-cash items and changes in assets and liabilities.

Cash provided by operating activities for the first three months of fiscal 2026 was $5.7 million compared to cash used in operating activities ($132.0) million for the first three months of fiscal 2025.

This increase was primarily driven by lower interest payments due to the Chapter 11 Cases, non-cash reorganization items, inventory write-offs during the period and favorable changes in working capital compared to the same period in fiscal 2025, partially offset by a gain on the RTP Fab transfer.

• Investing activities — Investing cash flows consist primarily of transactions related to capital expenditures and transactions related to short-term investments.

Net cash provided by investing activities in the first three months of fiscal 2026 was $136.9 million compared to net cash used in investing activities of ($193.0) million in the first three months of fiscal 2025.

This increase is primarily related to a significant decrease in capital expenditures related to the substantial completion of our expansion initiatives during fiscal 2025.

Additionally, a decrease in cash received from grant reimbursements and sales of short-term investments was offset by proceeds received from the disposal of MACOM Shares and tooling.

• Financing activities — Financing cash flows consist primarily of debt transactions, 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 in the first three months of fiscal 2026 was ($39.0) million compared to net cash provided by financing activities of $4.8 million in the first three months of fiscal 2025.

This increase was driven by the adequate protection payments for our Existing Senior Secured Notes related to our Chapter 11 Cases.

Table of Conten ts

Sources and Uses of Liquidity

Under the terms of the Restructuring Support Agreement and the Plan, following the emergence from Chapter 11, we reduced our overall funded debt by approximately 70%, representing a reduction of approximately $4.6 billion and a reduction of its annual total cash interest payments by approximately 60%.

Cash on hand during the first quarter of fiscal 2026 was primarily used for the following:

• normal recurring operating expenses;

• professional service fees associated with our Chapter 11 Cases;

• implementation of the 2025 Restructuring Plan.

Our currently anticipated sources of liquidity for the remainder of fiscal 2026 include:

• receipts from customers and other operating activities;

• expected receipts of the AMIC refundable tax credit;

• proceeds from the sale of our non-core assets and other short-term investments.

Our currently anticipated cash flow needs, both in the short-term and long-term, may include the following:

• normal recurring operating expenses;

• planned and discretionary capital expenditures;

• payment of general unsecured claims pursuant to the Plan;

• professional service fees associated with our Chapter 11 Cases;

• repayments of debt and interest.

The initial phases of our major expansion projects at the Mohawk Valley Fab and the Siler City Fab were substantially completed as of late fiscal 2025.

Consequently, we expect gross capital investment to decrease significantly, to approximately $0.1 billion during the remainder of fiscal 2026.

We also believe our ability to modulate capital investment up or down in response to expected production capacity demand requirements will continue to increase.

We expect to receive an additional $0.7 billion of incentives primarily related to the AMIC refundable tax credits during fiscal 2026.

We also continue to actively pursue opportunities for federal funding, including but not limited to awards that may be made available through the CHIPS Act or other programs, including the recently established United States Investment Accelerator Office ("federal funding opportunities").

We will continue to have take-or-pay inventory supplier agreements that require a minimum of $190.5 million of purchases over the next four years, as outlined further in Note 5, "Commitments and Contingencies," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report.

We will also be required to purchase electricity for our facility in Siler City, North Carolina and Durham, North Carolina under a long-term electricity supply agreement with minimum volume and spend requirements of approximately $60.7 million over the next 4 years and approximately $24.6 million over the next 8 years, respectively.

Off-Balance Sheet Arrangements

As of March 30, 2025, we did not have any off-balance sheet arrangements.

As of September 28, 2025, we did not have any off-balance sheet arrangements.

We do not use off-balance sheet arrangements with unconsolidated entities or related parties, nor do we use any other forms of off-balance sheet arrangements.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2025 Form 10-K.

Table of Conten ts

Recent Accounting Pronouncements

For a description of recent accounting pronouncements pending adoption, including the expected dates of adoption and the estimated effects, if any, on our consolidated financial statements, see Note 1, “Basis of Presentation and New Accounting Standards,” to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report.

Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about our market risks, see “Part II.

Quantitative and Qualitative Disclosures About Market Risk” of the 2025 Form 10-K.

We sold the MACOM Shares during the first quarter of fiscal 2026.

There have been no other material changes to the amounts presented therein.

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-Q

Item 2. Management’s Discussion and Analysis