What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-06 compared with 2025-11-07 · 160 added, 257 removed, 121 unchanged (78% of the section changed)

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Examples of risks and uncertainties that could cause actual results to differ materially from historical performance and any forward-looking statements include, but are not limited to, those described in “Risk Factors” in Part II, Item 1A of this Quarterly Report.

Executive Summary

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.

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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 "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”) 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.

The Chapter 11 filings, including the Plan and the Disclosure Statement filed on June 30, 2025, 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.

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

Table of Conten ts

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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285) (the “Confirmation Order”), which, among other things, confirmed the Plan.

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

Refer to Note 1, "Basis of Presentation and New Accounting Standards" and Note 2, “Emergence from Voluntary Reorganization under Chapter 11,” to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information.

Upon the Company’s emergence from the Chapter 11 Cases, the Company adopted fresh start accounting, which resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes.

As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after the Effective Date are not comparable with the consolidated financial statements on or before that date.

Refer to Note 3, “Fresh Start Accounting,” to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information.

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References to “Successor” or “Successor Company” relate to the financial position and results of operations of the Company after the Effective Date.

References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of the Company on or before the Effective Date.

Industry Dynamics and Trends

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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.

We continue to expect increased mid- and long-term demand growth, however the timing and extent of these increases remains uncertain.

We also continue to explore opportunities to expand adoption of our products in new and growing industries, such as AI and datacenters, grid modernization and renewable energy and storage.

• Intense and Constantly Evolving Competitive Environment.

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

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.

• 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

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We are currently focused on three key priorities designed to put us on a path toward long-term growth and profitability:

• 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

• Accelerating our path to profitability;

• Advancing our technology leadership;

• Driving operational excellence.

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.

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Results of Operations

Basis of Presentation

Beginning on the Effective Date, we adopted fresh start accounting, which resulted in a new basis of accounting and we became a new entity for financial reporting purposes.

As a result of the adoption of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after September 29, 2025 are not comparable with the consolidated financial statements on or prior to that date.

Refer to Note 3, "Fresh Start Accounting," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details.

References to "Successor" relate to the financial position and results of operations of the Company after the Effective Date.

References to "Predecessor" refer to the financial position and results of operations of the Company on or before the Effective Date.

Fiscal Quarters

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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 months ended September 28, 2025 and September 29, 2024 were as follows:

Three months ended

September 28, 2025 September 29, 2024

Period from September 30, 2025 to December 28, 2025 (Successor) and September 29, 2025 (Predecessor) Compared to Three Months Ended December 29, 2024 (Predecessor)

Consolidated statements of operations for the period from September 30, 2025 to December 28, 2025 (Successor), period of September 29, 2025 (Predecessor) and the three months ended December 29, 2024 (Predecessor), along with the change between the Successor period as compared to the three months ended December 29, 2024 were as follows:

Successor Predecessor

Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024 Change

(in millions of U.S.

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

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

Power products $118.3 70.2 % $— — % $90.8 50.3 % $27.5 30.3 %

Materials products 50.2 29.8 % — — % 89.7 49.7 % (39.5) (44.0) %

Revenue, net 168.5 100.0 % — — % 180.5 100.0 % (12.0) (6.6) %

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Non-operating income, net (67.0) (39.8) % — — % (31.2) (17.3) % (35.8) 114.7 %

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

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

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

Basic and diluted loss per share

Continuing operations ($4.12) ($2.23)

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Three months ended

(in millions of U.S.

Dollars) September 28, 2025 September 29, 2024 Change

Power Products $131.8 $97.1 $34.7 36 %

Materials Products 65.0 97.6 (32.6) (33) %

Revenue $196.8 $194.7 $2.1 1 %

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

(in millions of U.S.

Dollars) September 28, 2025 September 29, 2024 Change

Gross (loss) profit

($77.1) ($36.2) ($40.9) 113 %

Gross margin (39) % (19) %

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

(in millions of U.S.

Dollars) September 28, 2025 September 29, 2024 Change

(Loss) income before income taxes (149.4) (88.7) % 1,067.3 100.0 % (372.3) (206.3) % 222.9 (59.9) %

Income tax expense (benefit) 1.2 0.7 % 3.5 100.0 % (0.1) (0.1) % 1.3 (1,300.0) %

Net (loss) income ($150.6) (89.4) % $1,063.8 100.0 % ($372.2) (206.2) % $221.6 (59.5) %

The $12 million decrease in net sales for the Successor period ended December 28, 2025, compared to three months ended December 29, 2024 was primarily due to:

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• Net sales of our Materials Product offerings decreased primarily due to lower volumes as our substrate customers continue to adjust the timing and size of their orders to rebalance supply to match weaker end market demand.

The proportion of Materials Products revenue attributable to long-term supply agreements with customers has decreased compared to the same periods in fiscal 2025, resulting in more volatility in the timing and pricing of our materials orders.

• Net sales of our Power Product offerings increased for both automotive and industrial applications.

End-of-life buys from our distributors associated with the planned shutdown of our 150mm device fab in Durham, North Carolina also contributed to revenue growth during the first and second quarters of fiscal 2026.

The revenue growth from our industrial applications was partially attributable to emerging opportunities for our AI and data center applications, a relatively small but growing vertical for our Power Products.

Cost of Revenue, Net and Gross Margin

The primary drivers of the $41 million decrease in gross profit for the Successor period ended December 28, 2025 compared to the three months ended December 29, 2024 included the following:

• Lower revenues as discussed above and unfavorable sales mix attributable to growth in lower margin Power Product offerings.

• $23 million increase in the carrying value of work-in-progress ("WIP") and finished goods inventory upon adoption of fresh start accounting, the entirety of which was recognized in cost of revenue, net in the second quarter of fiscal 2026 as the related inventory was sold.

• $16 million increase in intangible-related amortization expense presented in Cost of revenue, net, related to additional intangible assets recognized upon adoption of fresh start accounting.

• $20 million increase in underutilization costs, primarily related to the achievement of production readiness at our Siler City Fab at the end of fiscal 2025.

Prior to the substantial completion of the facility, these costs were included in start-up costs within Operating Expenses.

We expect to continue to incur significant underutilization costs until market demand for our products meets or exceeds our production capacity.

• $16 million increase in write-downs related to obsolete customer-specific inventory we intend to scrap.

• $10 million decrease in depreciation expense related to the adoption of fresh start accounting.

The favorable impact of lower depreciation expense will increase in future quarters as additional inventory is sold.

• $16 million decrease in restructuring and other closure-related costs.

Research and Development

Percent of revenue 16 % 26 %

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

(in millions of U.S.

Dollars) September 28, 2025 September 29, 2024 Change

The $19 million decrease in research and development expenses for the Successor period ended December 28, 2025 compared to three months ended December 29, 2024, was primarily due to:

• $8 million attributable to planned decreases in the amount of research and development wafer spend from product transfers and technology qualifications related to the Mohawk Valley Fab ramp;

• $6 million attributable to decreases in personnel costs, driven by lower headcount and lower estimated bonus attainment, and lower stock-based compensation costs attributable to the cancellation of unvested restricted stock unit ("RSU") and performance stock unit ("PSU") awards upon emergence from the Chapter 11 Cases;

• $4 million attributable to lower depreciation expense from the adoption of fresh start accounting,

Sales, General and Administrative

Percent of revenue 19 % 32 %

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

(in millions of U.S.

Dollars) September 28, 2025 September 29, 2024 Change

The $22 million decrease in sales, general and administrative expenses for the Successor period ended December 28, 2025 compared to the three months ended December 29, 2024 was primarily due to:

• $16 million attributable to decreases in personnel costs related to lower headcount and lower estimated bonus attainment, and lower stock-based compensation costs attributable to the cancellation of unvested RSU and PSU awards upon emergence from the Chapter 11 Cases;

• $5 million attributable to planned reductions in marketing and outside services related to cost optimization efforts.

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Factory Start-up Costs

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) 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.

The $23 million decrease in factory start-up costs for the Successor period ended December 28, 2025 compared to the three months ended December 29, 2024, related to the substantial completion of the initial phase of construction of our materials manufacturing facility in Siler City, North Carolina.

Refer to Note 1, "Basis of Presentation and New Accounting Standards," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details on the change in accounting policy due to the adoption of fresh start accounting.

Restructuring and Other Operating Expense

Three months ended

Successor Predecessor Change

(in millions of U.S.

Dollars) September 28, 2025 September 29, 2024 Change

Dollars) Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024 $ %

Restructuring and other exit costs $9.6 $— $156.7 ($147.1) (94) %

Project, transformation and transaction costs 14.1 — 7.8 6.3 81 %

Executive severance costs — — 1.4 (1.4) (100) %

Amortization or impairment of fresh start accounting and acquisition-related intangibles 4.0 — 0.3 3.7 1,233 %

Other 0.5 — 2.1 (1.6) (76) %

Restructuring and other expenses $28.2 $— $168.3 ($140.1) (83) %

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.

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

The decrease in Restructuring and other operating expenses during the Successor period ended December 28, 2025 compared to the three months ended December 29, 2024, was primarily driven by a decrease in restructuring charges related to our headcount reduction and facility consolidation plans, partially offset by an increase in costs related to our Chapter 11 Cases that did not qualify as reorganization items, net, and a $4 million increase in amortization expense, related to intangible assets recognized upon adoption of fresh start accounting.

Reorganization items, net

Reorganization items, net for the Predecessor period of September 29, 2025 related to our emergence from Chapter 11 bankruptcy and primarily consisted of the gain on settlement of liabilities subject to compromise and the impacts of fresh start valuation adjustments.

Refer to Note 2 - Emergence from Voluntary Reorganization Under Chapter 11 for additional details on the items included within Reorganization items, net.

Interest Expense, net

The decrease in interest expense during the Successor period ended December 28, 2025 compared to the three months ended December 29, 2024 was primarily related to decreases in our outstanding debt obligations upon emergence from the Chapter 11 Cases.

Non-Operating Expense, net

Three months ended

Successor Predecessor Change

(in millions of U.S.

Dollars) September 28, 2025 September 29, 2024 Change

Dollars) Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024 $ %

Changes in fair value of liability classified derivative contracts ($59.1) — $— ($59.1) (100) %

Interest income (9.6) — (17.0) 7.4 (44) %

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

Realized loss on MACOM Shares 10.9 — 10.9 100 %

Realized gain on MACOM Shares — — (15.7) 15.7 (100) %

Other expense, net 1.7 — 1.5 0.2 13 %

1 unchanged sentence

($67.0) $— ($31.2) ($35.8) 115 %

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

The decrease in interest income during the Successor period ended December 28, 2025 compared to the three months ended December 29, 2024 was primarily due to lower short-term investment balances and a lower interest rate environment.

The changes in fair value of derivatives are primarily related to the mark-to-market fair value impact on our equity forward contracts, fair value conversion option derivative and the warrant issued to Renesas.

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Period from September 30, 2025 to December 28, 2025 (Successor) and June 30, 2025 to September 29, 2025 (Predecessor) compared with Six months ended December 29, 2024 (Predecessor)

Successor Predecessor Predecessor

Period from September 30, 2025 to December 28, 2025 Period from June 30, 2025 to September 29, 2025 Six months ended December 29, 2024

(in millions of U.S.

Amount % Revenue Amount % Revenue Amount % Revenue

Power products $118.3 70.2 % $131.8 67.0 % $187.9 50.1 %

Material products 50.2 29.8 % 65.0 33.0 % 187.3 49.9 %

Revenue, net 168.5 100.0 % 196.8 100.0 % 375.2 100.0 %

Cost of revenue, net 246.8 146.5 % 273.9 139.2 % 448.6 119.6 %

(78.3) (46.5) % (77.1) (39.2) % (73.4) (19.6) %

Research and development 24.9 14.8 % 31.7 16.1 % 95.3 25.4 %

Sales, general and administrative 29.4 17.4 % 37.9 19.3 % 113.3 30.2 %

Factory start-up costs — — % — — % 42.5 11.3 %

Gain on disposal of property and equipment (2.4) (1.4) % (5.7) (2.9) % (0.8) (0.2) %

Restructuring and other expenses 28.2 16.7 % 20.4 10.4 % 229.4 61.1 %

Operating loss (158.4) (94.0) % (161.4) (82.0) % (553.1) (147.4) %

Reorganization items, net — — % (563.4) (286.3) % — — %

Interest expense, net of capitalized interest 58.0 34.4 % 0.7 0.4 % 145.0 38.6 %

Non-operating income, net (67.0) (39.8) % (22.4) (11.4) % (44.0) (11.7) %

(Loss) income before income taxes (149.4) (88.7) % 423.7 215.3 % (654.1) (174.3) %

Income tax expense (benefit) 1.2 0.7 % 3.5 1.8 % 0.3 0.1 %

Net (loss) income ($150.6) (89.4) % $420.2 213.5 % ($654.4) (174.4) %

The primary drivers of changes in the financial statement line items noted below, for the periods from September 30, 2025 to December 28, 2025 (Successor) and June 30, 2025 to September 29, 2025 (Predecessor) compared with the period of the six months ended December 29, 2024 (Predecessor) included the following:

• Revenue, net - Decreases in net sales of our Materials Products offerings driven by lower revenue attributable to long-term supply agreements and our customers' rebalancing supply to match weaker end market demand were partially offset by increases in net sales of our Power Product offerings for both automotive and industrial applications, partially attributable to end-of-life buys associated with the shutdown of our 150mm device fab in Durham, North Carolina, and growth in emerging applications for silicon carbide devices such as AI and data center applications.

• Cost of Revenue, net and Gross loss - Increases in cost of revenue, net and the corresponding decrease in Gross loss and Gross margin were primarily attributable to the following:

◦ $23 million of additional product costs related to fair value step-ups on WIP and Finished Goods recorded upon adoption of fresh start accounting, which was fully recognized as the products were sold in the Successor period ended December 28, 2025.

◦ $15 million of additional amortization expenses related to the recognition of developed technology and changes in the fair value of other intangibles upon the adoption of fresh start accounting, recognized in the Successor period ended December 28, 2025.

◦ Higher underutilization costs during the Predecessor and Successor periods of fiscal 2026, 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 significant underutilization costs until market demand for our products meets or exceeds our production capacity.

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◦ Specific reserves and inventory write-offs related to obsolete products as well as the planned shutdown of our 150mm device fab completed in the Successor period.

◦ Unfavorable changes in product mix for Power devices and pricing pressure for certain product lines.

◦ The items above were partially offset by lower restructuring and closure-related charges related to our 2025 Restructuring Plan, as well as lower depreciation expense in the Successor period attributable to the fair value adjustments to property, plant, and equipment as part of our adoption of fresh start accounting.

A portion of the $45 million favorable benefit from this reduction in depreciation expense was absorbed into inventory and will benefit future periods.

• Research and Development - The changes in researches in development costs were attributable to expected decreases in wafer spend from product transfers and technology qualifications, related to the timing of the Mohawk Valley Fab ramp in the prior period, as well as lower personnel costs related to the 2025 Restructuring Plan and the cancellation of unvested stock awards upon emergence from the Chapter 11 Cases.

Additionally, the adoption of fresh start accounting reduced depreciation expense by $4 million.

• Sales, General & Administrative - The changes in sales, general and administrative expenses were primarily attributable to a decreases in personnel costs related to lower headcount and lower estimated bonus attainment.

Additionally, planned reductions in marketing and outside service spend related to cost optimization efforts.

• Factory Start-up Costs - The decrease in start-up costs for the Predecessor and Successor periods of fiscal 2026 related to the attainment of production readiness at the Siler City Fab, described above.

These costs are now included within Cost of Revenue, net.

• Restructuring and Other Operating Expenses - The changes in Restructuring and Other Operating Expenses primarily related to a significant decrease in Restructuring and other exit costs compared to the prior period, due to the timing of the 2025 Restructuring Plan and closure of the Farmer's Branch facility in December 2025.

These decreases were partially offset by a $4 million increase in intangible-related amortization expense during the Successor period, related to the adoption of fresh start accounting.

Additionally, we incurred higher project, transformation, and transaction costs which primarily includes certain personnel and professional service costs related to the implementation of the Chapter 11 Cases and other internal optimization efforts.

• Reorganization Items, net - The increase in Reorganization Items, net related to the filing and subsequent emergence from our Chapter 11 Cases during the Predecessor period of fiscal 2026, and primarily consisting of professional fees, gain on settlement of liabilities subject to compromise, and fair value adjustments related to the adoption of fresh start accounting.

• Interest Expense, net - The changes in interest expense, net primarily related to the Chapter 11 Cases.

Certain payments made prior to the Effective Date that would have otherwise been presented as Interest expense, were considered adequate protection payments and presented in Reorganization items, net.

Furthermore, after the Effective Date, interest expense was lower than the prior period as a result of a decrease in outstanding debt obligations upon emergence from the Chapter 11 Cases.

• Non-Operating Income/Expense - The changes in non-operating income (expense), net primarily related to the remeasurement of certain liability-classified derivatives in the Successor period, as further described in Note 3 and Note 9 of the Notes to Consolidated Financial Statements.

The gains from mark-to-market adjustments on the liability-classified derivatives were partially offset by lower interest income attributable to lower average cash balances and less favorable yields.

• Income Tax Expense - The changes in Income Tax Expense for the period primarily related to the income tax-related impacts of the Chapter 11 Cases and adoption of fresh start accounting.

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Liquidity and Capital Resources

2 unchanged sentences

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.

On the Effective Date, we issued new secured financing in an aggregate amount of $2.1 billion, consisting of (i) new Senior Secured Notes due 2030 (the "New Senior Secured Notes") in an aggregate principal amount of $1.3 billion, (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 to Renesas (the "New 2L Renesas Convertible Notes") and (iv) new 2.5% Convertible Second-Lien Senior Secured Notes due 2031 (the "New 2L Non-Renesas Convertible Notes") in an aggregate principal amount of $331.4 million, including the payment of the $30.25 million under the Rights Offering Backstop Commitment Agreement, dated June 22, 2025, between the Company, the rights offering backstop parties and the rights offering backstop parties thereto.

Refer to Note 11, "Long-term Debt," for additional information on our debt obligations and Note 1, "Basis of Presentation and New Accounting Standards," Note 2 "Emergence from Voluntary Reorganization under Chapter 11," and Note 3, "Fresh Start Accounting," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information on our Chapter 11 Cases and the adoption of fresh start accounting.

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

Successor Predecessor

(in millions of U.S.

Dollars) September 28, 2025 June 29, 2025 Change

Dollars) December 28, 2025 June 29, 2025 Change

Cash and cash equivalents $1,028.8 $467.2 $561.6

2 unchanged sentences

In summary, our cash flows were as follows:

Three months ended

Successor Predecessor Predecessor

in millions of U.S.

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) %

Dollars Period from September 30, 2025 to December 28, 2025 Period from June 30, 2025 to September 29, 2025 Six months ended December 29, 2024

Net cash used in operating activities ($42.6) ($22.4) ($327.1)

Net cash provided by (used in) investing activities 787.6 136.9 (423.2)

Net cash (used in) provided by financing activities (197.0) (101.5) 318.5

Effects of foreign exchange changes on cash and cash equivalents (0.2) 0.8 (0.1)

Net change in cash and cash equivalents $547.8 $13.8 ($431.9)

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

The net increase in cash and cash equivalents of $337 million between December 28, 2025 and June 29, 2025 was primarily driven by cash flows from the following activities:

• Operating activities — Cash used in operating activities results from net (loss) income adjusted for certain non-cash items and changes in assets and liabilities.

Cash used in operating activities for the period from June 30, 2025 to September 29, 2025 (Predecessor) and the period from September 30, 2025 to December 28, 2025 (Successor) compared to the six months ended December 29, 2024, decreased by approximately $262 million.

This decrease was primarily driven by lower interest payments due to the Chapter 11 Cases, the timing of severance payments, decreases in payroll and other operating costs attributable to our restructuring initiatives, and favorable changes in working capital, partially offset by higher professional service costs attributable to the Chapter 11 Cases.

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• Investing activities — Investing cash flows consist primarily of capital expenditures and short-term investment activity.

Cash provided by investing activities for the period from June 30, 2025 to September 29, 2025 (Predecessor) and the period from September 30, 2025 to December 28, 2025 (Successor) compared to the six months ended December 29, 2024 increased by $1.3 billion, primarily attributable to a planned decrease in gross capital expenditures and the receipt of approximately $700 million in Advanced Manufacturing Investment Credit refundable tax credits.

Additional increases in cash proceeds received from the disposal of non-core buildings and equipment and the MACOM Shares were primarily offset by lower proceeds from the net sale and maturity of short-term investments.

• Financing activities — Financing cash flows consist primarily of debt transactions and debt-related payments related to the Chapter 11 cases, 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 for the period from June 30, 2025 to September 29, 2025 (Predecessor) and the period from September 30, 2025 to December 28, 2025 (Successor), compared to the six months ended December 29, 2024 increased by $617 million, primarily attributable to $565 million used in fiscal 2026 to repay our pre- and post-bankruptcy senior secured notes, per the terms of those agreements and the Chapter 11 claims settlements, and a net decrease of approximately $47 million attributable in cash proceeds received from debt issuances and our at-the-market offering in fiscal 2025.

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%.

Under the terms of the Restructuring Support Agreement and the Plan, following the emergence from the Chapter 11 Cases, we reduced our overall debt by approximately 70%, or $4.6 billion.

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.

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

Cash on hand during the first half 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.

• implementation of the restructuring plans described in Note 15, "Restructuring," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report ;

• repayments of principal for the Existing and New Senior Secured Notes.

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;

• expected receipts under government incentive programs;

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

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• 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.

Consequently, we expect gross capital investment to decrease significantly, to approximately $49 million 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").

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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 or general corporate purposes.

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Off-Balance Sheet Arrangements

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

As of December 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

Refer to Note 1, "Basis of Presentation and New Accounting Standards", Note 2 "Emergence from Voluntary Reorganization under Chapter 11", and Note 3 "Fresh Start Accounting" for additional information about critical accounting policies and estimates during fiscal 2026.

Recent Accounting Pronouncements

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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