Item 5. Other Information
Item 5. Other Information
10b5-1 Trading Plans
During the fiscal quarter ended September 28, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation S- K).
Bylaws
As previously reported, at the Conversion Effective Time, the Company effected a conversion from a North Carolina corporation to a Delaware corporation and, in connection therewith, adopted new bylaws. The bylaws establish advance notice procedures with respect to the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. The foregoing description of the bylaws is a qualified in by reference to the full text of the bylaws, which are filed as Exhibit 3.2 to this Quarterly Report and incorporated herein by reference.
61
Table of Conten ts
Item 6. Exhibits
The following exhibits are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:
Incorporated by Reference
Exhibit No. Description Filed Herewith Form Exhibit Filing Date
2.1
Joint Prepackaged Chapter 11 Plan of Reorganization of Wolfspeed, Inc. and its Debtor Affiliate 8-K 2.2 9/10/2025
3.1
Certificate of Incorporation of Wolfspeed, Inc. 8-A 3.1 9/26/2025
3.2
Bylaws of Wolfspeed, Inc. 8-A 3.2 9/26/2025
4.1^
Indenture, dated as of September 29, 2025, by and among Wolfspeed, Inc., the Subsidiary Guarantors party thereto from time to time and U.S. Bank Trust Company, National Association 8-K 4.1 9/30/2025
4.2
Form of Senior Secured Note due 2030 (included as Exhibit A to Exhibit 4.1) 8-K 4.2 9/30/2025
4.3^
Indenture, dated as of September 29, 2025, by and among Wolfspeed, Inc., the Subsidiary Guarantors party thereto from time to time, and U.S. Bank Trust Company, National Association 8-K 4.3 9/30/2025
4.4
Form of 7.0%/12.00% Second Lien Senior Secured PIK Toggle Notes due 2031 (included as Exhibit A to Exhibit 4.3). 8-K 4.4 9/30/2025
4.5^
Indenture, dated as of September 29, 2025, by and among Wolfspeed, Inc., the Subsidiary Guarantors party thereto from time to time and U.S. Bank Trust Company, National Association 8-K 4.5 9/30/2025
4.6
Form of 2.5% Convertible Second Lien Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.5). 8-K 4.6 9/30/2025
4.7^
Indenture, dated as of September 29, 2025, by and among Wolfspeed, Inc., the Subsidiary Guarantors part thereto from time to time and U.S. Bank Trust Company, National Association 8-K 4.7 9/30/2025
4.8
Form of 2.5% Convertible Second Lien Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.7). 8-K 4.8 9/30/2025
10.1
Warrant, dated September 29, 2025, by and between Wolfspeed, Inc. and Renesas Electronics America Inc. 8-K 10.1 9/30/2025
10.2
Investor Rights and Disposition Agreement, dated September 29, 2025, by and between Wolfspeed, Inc. and Renesas Electronics America Inc. 8-K 10.2 9/30/2025
10.3
Registration Rights Agreement, dated September 29, 2025, by and between Wolfspeed, Inc. and the holders party thereto 8-K 10.3 9/30/2025
10.4*
2025 Long-Term Incentive Compensation Plan 8-K 10.4 9/30/2025
10.5*
2025 Management Incentive Compensation Plan 8-K 10.5 9/30/2025
10.6*
Form of Wolfspeed, Inc. Indemnification Agreement X
31.1
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
31.2
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
32.1
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
32.2
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
101 The following materials from Wolfspeed, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2025 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statement of Shareholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements X
104 The cover page from Wolfspeed, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 formatted in Inline XBRL (included in Exhibit 101) X
*Management contract or compensatory plan or arrangement.
^Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The registrant undertakes to furnish a copy of all omitted schedules and similar attachments to the SEC upon its request.
62
Table of Conten ts
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WOLFSPEED, INC.
November 7, 2025
/s/ Gregor van Issum
Gregor van Issum
Chief Financial Officer
(Authorized Officer and Principal Financial and Accounting Officer)
63
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.