Financial Statements (Unaudited)
−Removed: Consolidated Balance Sheets as of December 28, 2025 and June 29, 2025
−Removed: Consolidated Statements of Operations for the periods of September 29, 2025, September 30, 2025 to December 28, 2025 and the period from June 30, 2025 to September 29, 2025 and September 30, 2025 to December 28, 2025 and three and six months ended December 29, 2024
−Removed: Consolidated Statements of Comprehensive Loss for the periods of September 29, 2025, September 30, 2025 to December 28, 2025 and the period from June 30, 2025 to September 29, 2025 and September 30, 2025 to December 28, 2025 and three and six months ended December 29, 2024
−Removed: Consolidated Statements of Stockholders' Equity for the periods of September 29, 2025, September 30, 2025 to December 28, 2025 and the period from June 30, 2025 to September 29, 2025 and September 30, 2025 to December 28, 2025 and three and six months ended December 29, 2024
−Removed: Consolidated Statements of Cash Flows for the period from June 30, 2025 to September 29, 2025, September 30, 2025 to December 28, 2025 and the six months ended December 29, 2024
+Added: Consolidated Balance Sheets as of March 29, 2026 and June 29, 2025
+Added: Consolidated Statements of Operations for the three months ended March 29, 2026 and the periods from June 30, 2025 to September 29, 2025 and September 30, 2025 to March 29, 2026 and three and nine months ended March 30, 2025
+Added: Consolidated Statements of Comprehensive Loss for the three months ended March 29, 2026 and the periods from June 30, 2025 to September 29, 2025 and September 30, 2025 to March 29, 2026 and three and nine months ended March 30, 2025
+Added: Consolidated Statements of Stockholders' Equity for periods from June 30, 2025 to September 29, 2025 and the period from September 30, 2025 to March 29, 2026 and nine months ended March 30, 2025
+Added: Consolidated Statements of Cash Flows for the period from June 30, 2025 to September 29, 2025, September 30, 2025 to March 29, 2026 and the nine months ended March 30, 2025
Notes to Unaudited Consolidated Financial Statements
−Removed: T able of Contents
WOLFSPEED, INC.
3 unchanged sentences
Dollars, except share data in thousands)
−Removed: December 28, 2025 June 29, 2025
+Added: March 29, 2026 June 29, 2025
Current assets:
27 unchanged sentences
Other long-term liabilities 160.2 203.1
−Removed: Forward equity contract 302.5 —
−Removed: Long-term warrant 34.2 —
Total liabilities 2,125.6 7,301.5
2 unchanged sentences
Preferred stock, par value $ 0.00125 and $ 0.01 ;
−Removed: 100,000 and 3,000 shares authorized at December 28, 2025 and June 29, 2025, respectively;
+Added: 100,000 and 3,000 shares authorized at March 29, 2026 and June 29, 2025, respectively;
none issued and outstanding
Common stock, par value $ 0.00125 ;
−Removed: 350,000 and 400,000 shares authorized at December 28, 2025 and June 29, 2025, respectively;
−Removed: 27,365 and 155,643 shares issued and outstanding at December 28, 2025 and June 29, 2025, respectively
+Added: 350,000 and 400,000 shares authorized at March 29, 2026 and June 29, 2025, respectively;
+Added: 48,338 and 155,643 shares issued and outstanding at March 29, 2026 and June 29, 2025, respectively
Additional paid-in-capital 1,292.3 4,094.1
−Removed: Accumulated other comprehensive income (loss) 0.4 ( 3.8 )
+Added: Accumulated other comprehensive loss ( 0.2 ) ( 3.8 )
Accumulated deficit ( 270.5 ) ( 4,537.6 )
−Removed: Total stockholders' equity 627.4 ( 447.1 )
−Removed: Total liabilities and stockholders’ equity $ 3,445.1 $ 6,854.4
+Added: Total stockholders' equity (deficit) 1,021.7 ( 447.1 )
+Added: Total liabilities and stockholders’ equity (deficit) $ 3,147.3 $ 6,854.4
The accompanying notes are an integral part of the consolidated financial statements
−Removed: T able of Contents
WOLFSPEED, INC.
1 unchanged sentence
Successor Predecessor
−Removed: Period from September 30, 2025
−Removed: Three months ended
+Added: Three months ended Three months ended
(in millions of U.S.
Dollars, except share data)
−Removed: to December 28, 2025 September 29, 2025 December 29, 2024
+Added: March 29, 2026 March 30, 2025
Revenue, net $ 150.2 $ 185.4
Cost of revenue, net 190.2 207.9
−Removed: Gross (loss) profit ( 78.3 ) — ( 37.2 )
+Added: Gross loss ( 40.0 ) ( 22.5 )
Operating expenses:
6 unchanged sentences
Operating loss ( 114.3 ) ( 194.5 )
−Removed: Reorganization items, net — ( 1,067.3 ) —
Interest expense, net 52.1 85.4
−Removed: Non-operating income, net ( 67.0 ) — ( 31.2 )
−Removed: (Loss) income before income taxes ( 149.4 ) 1,067.3 ( 372.3 )
−Removed: Income tax expense (benefit) 1.2 3.5 ( 0.1 )
−Removed: Net (loss) income ($ 150.6 ) $ 1,063.8 ($ 372.2 )
−Removed: Basic (loss) earnings per share
−Removed: Net (loss) income ($ 5.78 ) $ 6.81 ($ 2.88 )
−Removed: Diluted (loss) earnings per share
−Removed: Net (loss) income ($ 5.78 ) $ 5.63 ($ 2.88 )
+Added: Non-operating (income) expense, net ( 46.2 ) 5.5
+Added: Loss before income taxes ( 120.2 ) ( 285.4 )
+Added: Income tax (benefit) expense ( 0.3 ) 0.1
+Added: Net loss ($ 119.9 ) ($ 285.5 )
+Added: Basic loss per share
+Added: Net loss ($ 3.05 ) ($ 1.86 )
+Added: Diluted loss per share
+Added: Net loss ($ 3.05 ) ($ 1.86 )
Weighted average shares (in thousands)
1 unchanged sentence
Diluted 39,282 153,897
−Removed: T able of Contents
The accompanying notes are an integral part of the consolidated financial statements
3 unchanged sentences
Period from September 30, 2025
−Removed: Period from June 30, 2025 Six months ended
+Added: Period from June 30, 2025 Nine months ended
(in millions of U.S.
Dollars, except share data)
−Removed: to December 28, 2025 to September 29, 2025 December 29, 2024
+Added: to March 29, 2026 to September 29, 2025 March 30, 2025
Revenue, net $ 318.7 $ 196.8 $ 560.6
Cost of revenue, net 437.0 273.9 656.5
−Removed: Gross (loss) profit ( 78.3 ) ( 77.1 ) ( 73.4 )
+Added: Gross loss ( 118.3 ) ( 77.1 ) ( 95.9 )
Operating expenses:
10 unchanged sentences
(Loss) income before income taxes ( 269.6 ) 423.7 ( 939.5 )
−Removed: Income tax expense (benefit) 1.2 3.5 0.3
+Added: Income tax expense 0.9 3.5 0.4
Net (loss) income ($ 270.5 ) $ 420.2 ($ 939.9 )
7 unchanged sentences
The accompanying notes are an integral part of the consolidated financial statements
−Removed: T able of Contents
WOLFSPEED, INC.
1 unchanged sentence
Successor Predecessor
−Removed: Period from September 30, 2025
−Removed: September 29, 2025 Three months ended
+Added: Three months ended Three months ended
(in millions of U.S.
−Removed: Dollars) to December 28, 2025 December 29, 2024
−Removed: Net (loss) income ($ 150.6 ) $ 1,063.8 ($ 372.2 )
−Removed: Other comprehensive income (loss):
−Removed: Net unrealized gain on available-for-sale securities 0.4 — ( 1.4 )
−Removed: Comprehensive (loss) income ( 150.2 ) 1,063.8 ( 373.6 )
+Added: Dollars) March 29, 2026 March 30, 2025
+Added: Net loss ($ 119.9 ) ($ 285.5 )
+Added: Other comprehensive loss:
+Added: Net unrealized (loss) gain on available-for-sale securities ( 0.6 ) 1.3
+Added: Comprehensive loss ( 120.5 ) ( 284.2 )
Successor Predecessor
Period from September 30, 2025
−Removed: Period from June 30, 2025 Six months ended
+Added: Period from June 30, 2025 Nine months ended
(in millions of U.S.
−Removed: Dollars) to December 28, 2025 to September 29, 2025 December 29, 2024
+Added: Dollars) to March 29, 2026 to September 29, 2025 March 30, 2025
Net (loss) income ($ 270.5 ) $ 420.2 ($ 939.9 )
−Removed: Other comprehensive income (loss):
−Removed: Net unrealized gain on available-for-sale securities 0.4 0.8 5.9
+Added: Other comprehensive loss:
+Added: Net unrealized (loss) gain on available-for-sale securities ( 0.2 ) 0.8 7.2
Comprehensive (loss) income ( 270.7 ) 421.0 ( 932.7 )
The accompanying notes are an integral part of the consolidated financial statements
−Removed: T able of Contents
WOLFSPEED, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
−Removed: Predecessor Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity
+Added: Predecessor Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (loss) income Total Stockholders' Equity
(in millions of U.S.
19 unchanged sentences
Balance at December 28, 2025 (Successor) 27,365 $ — $ 777.6 ($ 150.6 ) $ 0.4 $ 627.4
+Added: Net loss — — — ( 119.9 ) — ( 119.9 )
+Added: Settlement of equity forward for common shares 16,852 0.1 292.0 — — 292.1
+Added: Contingent Shares (Issued) 871 — — — — —
+Added: Net unrealized loss on available-for-sale securities — — — — ( 0.6 ) ( 0.6 )
+Added: Stock-based compensation — — 10.0 — — 10.0
+Added: Reclassification of Renesas conversion option — — 87.9 — — 87.9
+Added: Reclassification of Renesas stock warrant liability — — 31.5 — — 31.5
+Added: Issuance of common stock, net of issuance cost 3,250 $— $ 57.7 $— $— $ 57.7
+Added: Proceeds from the issuance of Pre-Funded Warrants at $ 18.45 in March 2026, net of issuance costs
+Added: — $— $ 35.6 $— $— $ 35.6
+Added: Balance at March 29, 2026 (Successor) 48,338 $ 0.1 $ 1,292.3 ($ 270.5 ) ($ 0.2 ) $ 1,021.7
The accompanying notes are an integral part of the consolidated financial statements
−Removed: T able of Contents
WOLFSPEED, INC.
16 unchanged sentences
Balance at December 29, 2024 (Predecessor) 138,679 $ 0.2 $ 3,960.9 ($ 3,582.8 ) ($ 5.7 ) $ 372.6
+Added: Net loss — — — ( 285.5 ) — ( 285.5 )
+Added: Net unrealized loss on available-for-sale securities — — — — 1.3 1.3
+Added: Tax withholding on vested equity awards — — ( 0.2 ) — — ( 0.2 )
+Added: Stock-based compensation 69 — 18.2 — — 18.2
+Added: Issuance of shares under the at-the-market offering program, net of issuance costs 16,875 — 106.3 — — 106.3
+Added: Balance at March 30, 2025 (Predecessor) 155,623 $ 0.2 $ 4,085.2 ($ 3,868.3 ) ($ 4.4 ) $ 212.7
The accompanying notes are an integral part of the consolidated financial statements
−Removed: T able of Contents
WOLFSPEED, INC.
1 unchanged sentence
Successor Predecessor
−Removed: Period from September 30, 2025 to December 28, 2025 Period from June 30, 2025 to September 29, 2025 Six months ended December 29, 2024
+Added: Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
(in millions of U.S.
1 unchanged sentence
Net (loss) income ($ 270.5 ) $ 420.2 ($ 939.9 )
−Removed: Adjustments to reconcile net loss to cash used in operating activities from continuing operations:
+Added: Adjustments to reconcile net (loss) income to cash used in operating activities from continuing operations:
Non-cash reorganization items — ( 625.6 ) —
4 unchanged sentences
Stock-based compensation 17.9 13.6 62.7
−Removed: Loss (gain) on equity investment — 10.9 ( 15.7 )
+Added: Loss on equity investment — 10.9 9.2
Inventory write-off 29.1 29.0 —
Loss on disposal or impairment of property and equipment 2.9 0.2 153.7
+Added: Impairment of right-of-use assets — — 4.8
+Added: Loss on debt extinguishment 2.8 — —
+Added: Gain on contingent cash ( 10.0 ) — —
Amortization of premium on investments, net ( 1.1 ) ( 1.2 ) ( 7.8 )
7 unchanged sentences
Accounts payable ( 33.0 ) 28.2 ( 16.7 )
−Removed: Accrued salaries and wages and other liabilities ( 3.6 ) ( 25.8 ) 74.8
+Added: Accrued salaries, wages and other liabilities ( 38.6 ) ( 25.8 ) 22.5
Contract liabilities and distributor-related reserves ( 13.6 ) 22.8 ( 27.9 )
13 unchanged sentences
Proceeds from issuance of 2L Convertible Notes through the rights offering — 275.0 —
+Added: Proceeds from issuance of 1.5L Convertible Notes 379.0 — —
+Added: Proceeds from issuance of New Common Stock and Pre-Funded Warrants 96.9 — —
Payment of Existing Senior Secured Notes (principal and pre-petition accrued interest) — ( 308.5 ) —
1 unchanged sentence
Payment of Contingent Cash — ( 10.0 ) —
+Added: Proceeds from contingent consideration 10.0 — —
Proceeds from issuance of Old Common Stock — — 203.9
8 unchanged sentences
Net change in cash, cash equivalents and restricted cash 214.1 13.8 ( 315.7 )
−Removed: T able of Contents
Cash, cash equivalents and restricted cash, beginning of period 481.0 467.2 1,045.9
4 unchanged sentences
The accompanying notes are an integral part of the consolidated financial statements
−Removed: T able of Contents
WOLFSPEED, INC.
12 unchanged sentences
Restructuring
−Removed: Subsequent Events
−Removed: T able of Contents
+Added: Stockholders' Equity and Pre-Funded Warrants
Note 1 – Basis of Presentation and New Accounting Standards
1 unchanged sentence
(the "Company") is an innovator of wide bandgap semiconductors, focused on silicon carbide materials and devices for power applications.
−Removed: The Company’s product families include silicon carbide materials and power devices targeted for various applications in the Automotive domains including electric vehicles and fast charging, as well as existing and emerging applications in the Industrial & Energy domain such as AI and datacenters, grid modernization and renewable energy and storage.
+Added: The Company’s product families include silicon carbide materials and power devices targeted for various applications in the Automotive domains including electric vehicles and fast charging, as well as existing and emerging applications in the Industrial & Energy domain such as AI data centers, grid modernization and renewable energy and storage.
As further discussed below, upon the Company’s emergence from the Chapter 11 Cases (as defined below) on the first day of the second quarter of fiscal 2026 (the "Effective Date"), 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.
1 unchanged sentence
References to “Predecessor” refer to the financial position and results of operations of the Company on or before the Effective Date.
−Removed: Due to the Company's emergence on the Effective Date, the Predecessor period of September 29, 2025 reflects only the effects of emerging from bankruptcy and the application of fresh start accounting while the Successor period from September 30, 2025 to December 28, 2025 presents all other operating activities for the second fiscal quarter of fiscal 2026.
Due to the lack of comparability with historical consolidated financial statements, the Company’s unaudited consolidated financial statements and related footnotes are presented with a “black line” that separates the Predecessor and Successor periods to emphasize the lack of comparability between amounts presented after the Effective Date and amounts presented for all prior periods.
5 unchanged sentences
The consolidated financial statements presented herein have been prepared by the Company and have not been audited.
−Removed: In the opinion of management, all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations, comprehensive loss, stockholders' equity and cash flows at December 28, 2025, and for all periods presented, have been made.
+Added: In the opinion of management, all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations, comprehensive loss, stockholders' equity and cash flows at March 29, 2026, and for all periods presented, have been made.
All intercompany accounts and transactions have been eliminated.
6 unchanged sentences
These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2025 (the "2025 Form 10-K").
−Removed: The results of operations for the period from June 30, 2025 to September 29, 2025 and from September 30, 2025 to December 28, 2025, are not necessarily indicative of the operating results that may be attained for the entire fiscal year ending June 28, 2026 ("fiscal 2026").
+Added: The results of operations for the period from June 30, 2025 to September 29, 2025 and from September 30, 2025 to March 29, 2026, are not necessarily indicative of the operating results that may be attained for the entire fiscal year ending June 28, 2026 ("fiscal 2026").
Summary of Significant Accounting Policies
Except as noted below, the accounting policies for the Successor remained the same as those of the Predecessor.
−Removed: There were no other material changes to the Company's significant accounting policies during the Predecessor and Successor periods of fiscal 2026, compared to the significant accounting policies described in the Company's fiscal 2025 Form 10-K.
−Removed: T able of Contents
+Added: There were no other material changes to the Company's significant accounting policies during the Predecessor and Successor periods of fiscal 2026, compared to the significant accounting policies described in the 2025 Form 10-K.
Factory Start-Up Cost s
16 unchanged sentences
Amortization expense for developed technology and patents is recorded within "Cost of Revenues, net" on the Consolidated Statements of Operations.
−Removed: Refer to Note 3, "Fresh Start Accounting" and Note 10, "Intangibles" for additional information on the recognized identifiable intangible assets described above.
+Added: Refer to Note 3, "Fresh Start Accounting" and Note 10, "Intangible Assets" for additional information on the recognized identifiable intangible assets described above.
Chapter 11 Cases
−Removed: On June 30, 2025 (the “Petition Date”), the Company 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").
+Added: On June 30, 2025 (the “Petition Date”), the Company and its wholly owned subsidiary, Wolfspeed Texas LLC ("Wolfspeed Texas," and 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).
5 unchanged sentences
Refer to Note 2, “Emergence from Voluntary Reorganization under Chapter 11” for additional information.
−Removed: 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.
−Removed: and Its Debtor Affiliate, and (III) Approving Entry into the Backstop Agreement (Docket No.
−Removed: 285) (the “Confirmation Order”) confirming the Plan.
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.
−Removed: 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
−Removed: T able of Contents
−Removed: 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.
+Added: 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 % percent 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.
3 unchanged sentences
Debtor-In-Possession
−Removed: During the period between the Petition Date through the Effective Date, the Company has applied ASC 852 in preparing the unaudited consolidated financial statements and was a debtor-in-possession.
+Added: During the period between the Petition Date through the Effective Date, the Company applied ASC 852 in preparing the unaudited consolidated financial statements and was a debtor-in-possession.
The Bankruptcy Court approved "first day" orders filed by the Debtors that were designed primarily to mitigate the impact of the Chapter 11 Cases on the Company’s operations, customers, and employees.
2 unchanged sentences
(i) retain and compensate professionals used in the ordinary course of business;
−Removed: (ii) pay prepetition wages, salaries, employee benefits and other compensation, (iii) maintain employee benefits programs and pay related obligations;
+Added: (ii) pay prepetition wages, salaries, employee benefits and other compensation;
+Added: (iii) maintain employee benefits programs and pay related obligations;
(iv) pay certain prepetition taxes and fees;
−Removed: (v) continue existing cash management system, maintain existing business forms, and continue intercompany transactions (vi) use cash collateral;
−Removed: (vii) continue insurance program and pay all obligations;
+Added: (v) continue existing cash management system, maintain existing business forms, and continue intercompany transactions;
+Added: (vi) use cash collateral;
+Added: (vii) continue insurance programs and pay all obligations;
(viii) honor prepetition obligations to customers and continue customer programs;
14 unchanged sentences
On the Effective Date, the Debtors assumed all executory contracts and unexpired leases pursuant to the Plan.
−Removed: T able of Contents
Reorganization Items, Net
4 unchanged sentences
Refer to Note 2, "Emergence from Voluntary Reorganization under Chapter 11" for additional information on the treatment and resolution of allowed claims subject to the Chapter 11 Cases.
−Removed: There were no other material changes to the Company's significant accounting policies compared to the significant accounting policies described in the Company's fiscal 2025 Form 10-K.
+Added: There were no other material changes to the Company's significant accounting policies compared to the significant accounting policies described in the 2025 Form 10-K.
As described above and in Note 2, "Emergence from Voluntary Reorganization under Chapter 11'", as of the Effective Date, the Company emerged from the Chapter 11 Cases and continues to operate as a viable going concern.
1 unchanged sentence
Upon emergence from the Chapter 11 Cases, the Company significantly improved its liquidity position through a comprehensive restructuring of its capital structure.
−Removed: As part of the Plan, the Company issued the new debt and equity described in Note 2, "Emergence from Voluntary Reorganization under Chapter 11'", which resulted in a reduction of the total debt by approximately 70 % compared to the pre-emergence levels and the Company had $ 1.3 billion of cash, cash equivalents and short term investments as of December 28, 2025.
−Removed: The Successor has assessed the impact of the current softening demand for its products and the competitive industry we serve in on the Company's liquidity requirements over the next 12 months.
+Added: As part of the Plan, the Company issued the new debt and equity described in Note 2, "Emergence from Voluntary Reorganization under Chapter 11," which resulted in a reduction of the total debt by approximately 70 % compared to the pre-emergence levels.
+Added: The Company had $ 1.2 billion of cash, cash equivalents and short term investments as of March 29, 2026.
+Added: The Successor has assessed the impact of the current softening demand for its products and the competitive industry it serves on the Company's liquidity requirements over the next 12 months.
To support this assessment, the Successor has analyzed the following factors:
3 unchanged sentences
and (4) any other conditions or events that may adversely impact the Successor’s ability to meet its obligations for at least one year after the issuance date of the financial statements.
−Removed: Based on such evaluation, the Successor has concluded that it is probable the Successor will have sufficient liquidity to meet its future cash needs with cash, cash equivalents and short-term investments and cash flows from operations for at least one year after the issuance date of the financial statements as the restructuring of its debt significantly reduced the amount of outstanding debt and ongoing interest payments.
+Added: Based on such evaluation, the Successor has concluded that the Successor will have sufficient liquidity to meet its future cash needs with cash, cash equivalents and short-term investments and cash flows from operations for at least one year after the issuance date of the financial statements as the restructuring of its debt significantly reduced the amount of outstanding debt and ongoing interest payments.
Segment Information
7 unchanged sentences
The CODM reviews segment assets at the same level or category as presented on the consolidated balance sheet.
−Removed: T able of Contents
Financial Statement Details
1 unchanged sentence
(in millions of U.S.
−Removed: Dollars) December 28, 2025 June 29, 2025
+Added: Dollars) March 29, 2026 June 29, 2025
Raw material $ 128.8 $ 144.5
2 unchanged sentences
Inventories, net $ 280.5 $ 435.4
−Removed: Cost of Revenues, net included inventory write-offs of approximately $ 29.0 million, for the period from June 30, 2025 to September 28, 2025, $ 0 million for the period of September 29, 2025, and $ 22.8 million for the period from September 30, 2025 to December 28, 2025.
−Removed: The write-offs reflect an increase in specific reserves related to obsolete, customer-specific inventory the Company no longer intends to use.
+Added: Cost of revenues, net included inventory write-downs of approximately $ 29.0 million, for the period from June 30, 2025 to September 28, 2025, $ 0 million for the period of September 29, 2025, and $ 29.1 million for the period from September 30, 2025 to March 29, 2026.
+Added: The write-downs primarily related to increases in specific reserves related to obsolete, customer-specific inventory the Company no longer intends to use.
Other Current Assets
1 unchanged sentence
(in millions of U.S.
−Removed: Dollars) December 28, 2025 June 29, 2025
+Added: Dollars) March 29, 2026 June 29, 2025
Reimbursement receivable on long-term incentive agreement $ 0.5 $ 33.1
6 unchanged sentences
Receivable on RF Master Supply Agreement — 5.3
−Removed: Short-term deposit on long-term incentive agreement 0.5 0.8
Short-term spares 34.4 —
3 unchanged sentences
The assets included in each of the disposal groups were measured at the lower of their carrying value or fair value less costs to sell.
−Removed: The remaining balance is equipment that meets the held-for-sale criteria under ASC 360.
+Added: The remaining balance is equipment that meet the held-for-sale criteria under ASC 360.
Refer to Note 4, "Discontinued Operations," and Note 9, "Fair Value of Financial Instruments," to the consolidated financial statements included herein for additional information.
1 unchanged sentence
The Company is generally eligible for the Advanced Manufacturing Investment Credit ("AMIC").
−Removed: The AMIC is a refundable federal tax credit provided under Section 48D of the Internal Revenue Code of 1986, as amended (the "Code"), which was enacted by the CHIPS Act.
+Added: The AMIC is a refundable federal tax credit provided under Section 48D of the Internal Revenue Code of 1986, as amended (the "Code"), which was enacted by the CHIPS and Science Act of 2022 (the "CHIPS Act").
During fiscal 2026, the Company received $ 698.6 million in cash tax refunds related to fiscal 2025.
−Removed: Of the $ 698.6 million received in fiscal 2026, the Company has recorded a deferred AMIC liability of $ 44.6 million related to the AMIC attributable to certain tax method changes yet to be approved by the Internal Revenue Service ("IRS").
In fiscal 2025, the Company received $ 189.1 million in cash tax refunds related to its fiscal 2023 and fiscal 2024 federal tax filings, inclusive of $ 2.6 million of interest income.
−Removed: As of December 28, 2025, the Company has recorded a short-term and long-term receivable of $ 72.5 million and $ 109.5 million, respectively.
+Added: As of March 29, 2026, the Company has recorded a short-term and long-term receivable of $ 71.5 million and $ 109.5 million, respectively.
The One Big Beautiful Bill Act ("OBBBA") resulted in a $ 50.7 million increase to the long-term receivable in the first quarter of fiscal 2026, attributable to the increase of the credit to 35% on qualifying assets placed-in-service after December 31, 2025.
−Removed: T able of Contents
Successor Predecessor
(in millions of U.S.
−Removed: Dollars) December 28, 2025 June 29, 2025
+Added: Dollars) March 29, 2026 June 29, 2025
Right-of-use assets $ 98.3 $ 123.1
7 unchanged sentences
(in millions of U.S.
−Removed: Dollars) December 28, 2025 June 29, 2025
+Added: Dollars) March 29, 2026 June 29, 2025
Accounts payable, trade $ 21.4 $ 30.6
6 unchanged sentences
(in millions of U.S.
−Removed: Dollars) December 28, 2025 June 29, 2025
+Added: Dollars) March 29, 2026 June 29, 2025
Accrued interest $ 11.3 $ 90.7
6 unchanged sentences
(in millions of U.S.
−Removed: Dollars) December 28, 2025 June 29, 2025
+Added: Dollars) March 29, 2026 June 29, 2025
Long-term lease liabilities $ 100.5 $ 139.5
Long-term RF supply agreement liabilities (1)
−Removed: Deferred AMIC 44.6 —
Long-term customer deposits 4.3 15.6
4 unchanged sentences
During the period from June 30, 2025 to September 29, 2025 the Company recognized a gain of $ 5.7 million primarily from certain equipment sales to customers for equipment that the Company no longer intended to use.
−Removed: During the period from September 30, 2025 to December 28, 2025, the Company recognized a gain of $ 2.4 million, related to the sale of one building, which included the building improvements and land of a 254,000 square foot idle property located in Durham, North Carolina and certain equipment sales to customers for equipment that the Company no longer intended to use, respectively.
−Removed: T able of Contents
+Added: During the period from September 30, 2025 to March 29, 2026, the Company recognized a gain of $ 2.9 million, related to the sale of one building, which included the building improvements and land of a 254,000 square foot idle property located in Durham, North Carolina and certain equipment sales to customers for equipment that the Company no longer intended to use, respectively.
Restructuring and Other Expenses
Successor Predecessor
−Removed: Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended
+Added: Three months ended Three months ended
(in millions of U.S.
−Removed: Dollars) December 29, 2024
+Added: Dollars) March 29, 2026 March 30, 2025
+Added: Legal settlements $ — $ 17.0
Restructuring and other exit costs 1.7 40.7
−Removed: Executive severance costs — 1.4
Project, transformation and transaction costs 5.0 6.8
Amortization or impairment of fresh start accounting and acquisition-related intangibles 3.9 0.3
−Removed: Other 0.5 — 2.1
Restructuring and other expenses $ 10.6 $ 65.4
1 unchanged sentence
(in millions of U.S.
−Removed: 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
+Added: Dollars) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
+Added: Legal settlements $ — $ — $ 17.0
Restructuring and other exit costs 11.3 3.7 250.2
5 unchanged sentences
Accumulated Other Comprehensive Loss, net of taxes
−Removed: Accumulated other comprehensive loss, net of taxes, consisted of $ 0.4 million and $ 3.8 million of net unrealized losses on available-for-sale securities as of December 28, 2025 and June 29, 2025, respectively.
+Added: Accumulated other comprehensive loss, net of taxes, consisted of $ 0.2 million and $ 3.8 million of net unrealized losses on available-for-sale securities as of March 29, 2026 and June 29, 2025, respectively.
Amounts for June 29, 2025 include a $ 2.4 million loss related to tax on unrealized loss on available-for-sale securities.
−Removed: Non-Operating Income, net
+Added: Non-Operating (Income) Expense, net
Successor Predecessor
(in millions of U.S.
−Removed: Dollars) Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024
+Added: Dollars) Three months ended March 29, 2026 Three months ended March 30, 2025
Changes in fair value of liability classified derivative contracts ( 28.7 ) —
Interest income ( 10.9 ) ( 19.4 )
−Removed: Realized gain on MACOM Shares — — ( 15.7 )
+Added: Realized loss on MACOM Shares — 24.9
+Added: Gain on contingent cash ( 10.0 ) —
+Added: Loss on debt extinguishment 2.8 —
Other, net 0.6 —
−Removed: Non-operating income, net ($ 67.0 ) $ — ($ 31.2 )
−Removed: T able of Contents
+Added: Non-operating (income) expense, net ($ 46.2 ) $ 5.5
Successor Predecessor
(in millions of U.S.
−Removed: 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
+Added: Dollars) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
Changes in fair value of liability classified derivative contracts ( 87.8 ) — —
Interest income ( 20.5 ) ( 8.9 ) ( 58.6 )
−Removed: Loss (gain) on Wafer Supply Agreement — — 9.2
+Added: Loss on Wafer Supply Agreement — — 9.2
Gain on RTP Fab Transfer — ( 25.4 ) —
−Removed: Realized loss (gain) on MACOM Shares — 10.9 ( 15.7 )
+Added: Realized loss on MACOM Shares — 10.9 9.2
+Added: Gain on contingent cash ( 10.0 ) — —
+Added: Loss on debt extinguishment 2.8 — —
Other, net 2.3 1.0 1.7
3 unchanged sentences
(in millions of U.S.
−Removed: 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
+Added: Dollars) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
Decrease in property, plant and equipment from investment tax credit receivables $ 44.4 $ 76.8 $ 264.5
2 unchanged sentences
Lease termination ( 5.0 ) ( 0.1 ) —
−Removed: (Decrease) increase in accrued property, plant and equipment ( 3.4 ) ( 82.4 ) ( 111.4 )
+Added: Lease asset impairment — — ( 4.8 )
+Added: Decrease in accrued property, plant and equipment ( 35.8 ) ( 82.4 ) ( 146.3 )
Commitment fee payable for 2030 Senior Notes — — 15.2
−Removed: Fees payable in connection with at-the-market program — — 2.4
Recently Adopted Accounting Pronouncements
15 unchanged sentences
The Company is currently evaluating the impacts of adopting this guidance on its financial statement disclosures.
−Removed: T able of Contents
+Added: In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):
+Added: Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants.
+Added: Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received.
+Added: The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset's cost basis.
+Added: The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements.
+Added: ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted.
+Added: The Company plans to adopt this pronouncement for its fiscal year beginning June 25, 2029.
Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s consolidated results of operations or financial position.
5 unchanged sentences
On the Effective Date, the Debtors emerged from the Chapter 11 Cases in accordance with the Plan.
+Added: • Conversion Effective Time - the time of 12:01 am Eastern Time on September 29, 2025.
• Convertible Notes Claim - any Claim on account of the Convertible Notes or otherwise arising under indentures governing such notes, including accrued but unpaid interest thereon through the Petition Date.
1 unchanged sentence
• Professional Fee Escrow Account - an escrow account established and funded to pay for all Bankruptcy Court approved professional fees and expenses due from the Company.
−Removed: • Regulatory Approvals - As set forth in the Plan, "Regulatory Approvals" means (a) Committee on Foreign Investment in the United States ("CFIUS") approval;
+Added: • Regulatory Approvals - (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);
1 unchanged sentence
(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);
−Removed: 16,852,372 shares of New Common Stock the Renesas Warrants;
+Added: 16,852,372 shares of New Common Stock underlying 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;
−Removed: 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.
−Removed: ◦ As of December 28, 2025 all Regulatory Approvals except for CFIUS approval had been obtained.
−Removed: ◦ As of January 29, 2026 all Regulatory Approvals had been obtained, refer to "Note 16 - Subsequent Events" for additional information for additional information.
+Added: and (e) 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.
+Added: As of March 29, 2026, all Regulatory Approvals have been obtained.
• Regulatory Trigger Deadline - 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;
1 unchanged sentence
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.
+Added: All Regulatory Approvals were obtained as of March 29, 2026, which is prior to the Regulatory Trigger Deadline.
+Added: • Senior Secured Notes Claim - any claim on account of the Existing Senior Secured Notes or otherwise arising under the Senior Secured Notes Documents (as defined in the Plan).
Plan of Reorganization
3 unchanged sentences
In accordance with the Plan and the Plan of Conversion at the Conversion Effective Time, the Company effected a redomestication 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 common stock, $ 0.00125 par value per share ("New Common Stock"), and new bylaws, each of which became effective at the Conversion Effective Time.
−Removed: 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
−Removed: T able of Contents
−Removed: outstanding shares of Old Common Stock were cancelled, and existing equity holders received their pro rata share of approximately 1,306,896 shares of New Common Stock, of the Delaware corporation.
+Added: 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 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, with the remaining shares issued to pre-petition convertible noteholders, in accordance with the Plan).
−Removed: As of the Effective Date, the Company had an aggregate of 25,840,656 shares of New Common Stock issued and outstanding and 73,030,424 shares of New Common Stock in reserve for issuance pursuant to the Plan (the "Share Reserve").
+Added: As of the Effective Date, the Company 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 (the "Share Reserve").
• Secured Financing – The Existing Senior Secured Notes were discharged and terminated.
Each holder of a Senior Secured Notes Claim received on account of their claims:
−Removed: (a) their pro rata portion of the $ 1.3 billion principal amount of New Senior Secured Notes, (b) a pro rata 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 below, and proceeds from the sale of the MACOM Shares (as defined below), and (c) certain commitment fees, subject to certain conditions.
+Added: (a) their pro rata portion of the $ 1.3 billion principal amount of new Senior Secured Notes due 2030 (the "New Senior Secured Notes"), (b) a pro rata 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 below, and proceeds from the sale of the MACOM Shares (as defined below), and (c) certain commitment fees, subject to certain conditions.
• Convertible Notes – The then-outstanding Convertible Notes totaling approximately $ 3.1 billion were discharged and terminated.
1 unchanged sentence
(a) rights to participate in the rights offering of New 2L Non-Renesas Convertible Notes in the aggregate principal amount of approximately $ 301.1 million, which were offered at a purchase price of 91.3242 % totaling $ 275.0 million, and fully backstopped by the Backstop Parties, and for which such Backstop Parties received a premium in the amount of $ 30.3 million for an aggregate principal amount of $ 331.4 million, (b) 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, and (c) 24,533,760 shares of New Common Stock.
−Removed: Refer to Note 1, "Basis of Presentation and New Accounting Standards," and Note 11, “Long-term Debt,” for additional information on the new 2.5 % Convertible Second-Lien Senior Secured Notes due 2031 (the "New 2L Non-Renesas Convertible Notes") and New 2L Non-Convertible Notes.
+Added: Refer to Note 1, "Basis of Presentation and New Accounting Standards," and Note 11, “Long-term Debt,” for additional information on the New 2L Non-Renesas Convertible Notes and New 2L Non-Convertible Notes.
◦ Registration Rights Agreement - On the Effective Date, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Renesas and certain holders of the New 2L Non‑Renesas Convertible Notes (the “RRA Counterparties”).
−Removed: The Registration Rights Agreement provides the RRA Counterparties with registration rights for their “Registrable Securities.” The Company was required to file a Shelf Registration Statement on Form S‑1 or Form S‑3 (i) within 45 days of the Effective Date (satisfied by a Form S‑1 filed November 13, 2025) and (ii) for Registrable Securities held by Renesas, within 45 days of the Renesas Base Distribution Date.
−Removed: Once effective, an RRA Counterparty may request an underwritten offering, with related filings due within fifteen business days for a Form S‑1 or ten business days for a Form S‑3.
+Added: The Registration Rights Agreement provides the RRA Counterparties with registration rights for their “Registrable Securities.” The Company was required to file a Shelf Registration Statement on Form S‑1 or Form S‑3 (i) within 45 days of the Effective Date (satisfied by a Form S‑1 filed November 13, 2025) and (ii) for Registrable Securities held by Renesas, within 45 days of the Renesas Base Distribution Date (as defined in the Plan), which obligation was fulfilled by the filing of a Registration Statement on Form S-1 on March 9, 2026 (the "Form A-1").
+Added: Following effectiveness of the Form S-1 on March 18, 2026, an RRA Counterparty may request an underwritten offering, with related filings due within fifteen business days.
Registrable Securities may also be sold in non‑underwritten offerings.
5 unchanged sentences
Renesas received on account of their claims:
−Removed: (a) a principal amount of approximately $ 203.6 million of New Renesas 2L Convertible Notes, (b) the Renesas Warrant to purchase an aggregate of 4,943,555 shares of New Common Stock, at an exercise price of $ 23.95 per share, which until all Regulatory Approvals were received, were only deemed issued for purposes of U.S.
+Added: (a) a principal amount of approximately $ 203.6 million of New Renesas 2L Convertible Notes, (b) a warrant to purchase an aggregate of 4,943,555 shares of New Common Stock, at an exercise price of $ 23.95 per share (the "Renesas Warrant"), which until all Regulatory Approvals were received, were only deemed issued for purposes of U.S.
federal and applicable state and local income tax purposes and were not exercisable, and (c) 16,852,372 shares of New Common Stock from the Share Reserve, the issuance of which was subject to Regulatory Approvals.
All Regulatory Approvals were received in January 2026.
−Removed: As of December 28, 2025 the Company’s obligation to issue the New Common Stock from the Share Reserve was reflected on the unaudited consolidated balance sheet as forward equity contract within liabilities, due to the potential cash settlement features associated with the Investor Rights and Disposition Agreement described below.
−Removed: The Renesas Warrant is exercisable within three years from the Effective Date.
−Removed: As of December 28, 2025,
−Removed: T able of Contents
−Removed: the warrant was also liability-classified, due to the potential cash settlement features associated with the Investor Rights and Disposition Agreement described below.
+Added: As of March 29, 2026, the 16,852,372 shares of New Common Stock were issued to Renesas to settle the equity contract, resulting in the extinguishment of the forward equity contract liability.
+Added: Additionally, as of March 29, 2026, the Renesas Warrant was reclassified from a liability to equity, upon meeting the criteria for equity classification subsequent to the Regulatory Approvals being received.
+Added: Refer to Note 9, "Fair Value of Financial Instruments" and Note 11, “Long-term Debt” for additional information on the forward equity contract and the Renesas Warrant.
◦ Investor Rights and Disposition Agreement - On the Effective Date, the Company entered into an Investor Rights and Disposition Agreement (the “Investor Rights Agreement”) with Renesas.
The Investor Rights Agreement grants Renesas certain investment rights, including the right to designate one Board member, subject to receipt of Regulatory Approvals and Renesas holding more than 10 % of the New Common Stock.
−Removed: The Investor Rights Agreement includes (i) a limitation preventing Renesas from exercising voting rights on New Common Stock beneficially owned in excess of 9.9 % of the Aggregate Company Voting Power (the “Voting Rights Limitation”) and (ii) a limitation under which any conversion or exercise of Securities resulting in Renesas beneficially owning more than 39.9 % of the Aggregate Company Voting Power is null and void (the “Beneficial Ownership Limitation,” and together with the Voting Rights Limitations, the “Limitations”).
+Added: The Investor Rights Agreement includes (i) a limitation preventing Renesas from exercising voting rights on New Common Stock beneficially owned in excess of 9.9 % of the Aggregate Company Voting Power (the “Voting Rights Limitation”) and (ii) a limitation under which any conversion or exercise of Securities resulting in Renesas beneficially owning more than 39.9 % of the Aggregate Company Voting Power is null and void (the “Beneficial Ownership Limitation,” and together with the Voting Rights Limitation, the “Limitations”).
The Limitations apply through January 1, 2027 and automatically renew annually, unless earlier terminated by Renesas pursuant to the terms of the Investor Rights Agreement.
Renesas may terminate the Limitations at any time if the Company submits to stockholders proposals involving a change of control, issuance of New Common Stock (or convertible/exercisable instruments), amendments to the certificate of incorporation or bylaws adversely affecting Renesas’s rights, or other matters adversely affecting such rights.
−Removed: Prior to the receipt of Regulatory Approvals and subject to certain conditions, Renesas had designation rights regarding the disposition of, and rights to cash proceeds from the disposition of, New Common Stock (including shares underlying Securities) it was entitled to receive under the Plan.
−Removed: Renesas could direct the Company to sell such shares through a primary registered offering under the Registration Rights Agreement or under the ELOC/ATM Program, with proceeds remitted to Renesas net only of commissions or discounts, reducing Renesas’s related Securities entitlement.
−Removed: The designation rights could not be exercised until nineteen weeks after the Effective Date and were nullified upon receipt of Regulatory Approvals and the release of New Common Stock from the Share Reserve to Renesas.
−Removed: ◦ Renesas Contingent Consideration – As Regulatory Approvals were obtained prior to the Regulatory Trigger Deadline, in the third quarter of fiscal 2026, Renesas will not be entitled to the Contingent Consideration and $ 10 million of the cash placed into escrow upon emergence will be remitted back to the Company, and $ 5 million of the cash placed into escrow upon emergence will be remitted to the holders of the Existing 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 were 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.
−Removed: Refer to Note 1, "Basis of Presentation and New Accounting Standards'" and Note 7, “Commitments and Contingencies” for additional information on the Renesas Contingent Consideration.
−Removed: ◦ Contingent Shares – As the Regulatory Approvals were obtained prior to the Regulatory Trigger Deadline, in the third quarter of fiscal 2026, the 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 (the “Contingent Shares”).
+Added: ◦ Renesas Contingent Consideration – As Regulatory Approvals were obtained prior to the Regulatory Trigger Deadline, Renesas is not entitled to the contingent consideration provided for under the Plan and $ 10 million of the cash placed into escrow upon emergence was remitted back to the Company, and $ 5 million of the cash placed into escrow upon emergence was remitted to the holders of the Existing 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 were 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.
+Added: Refer to Note 1, "Basis of Presentation and New Accounting Standards" and Note 7, “Commitments and Contingencies” for additional information.
+Added: ◦ Contingent Shares – As the Regulatory Approvals were obtained in the third quarter of fiscal 2026, prior to the Regulatory Trigger Deadline, the holders of Old Common Stock immediately prior to the Effective Date received their pro rata portion of 871,287 shares of New Common Stock from the Share Reserve (the “Contingent Shares”).
• Incentive Compensation Plans – Pursuant to the Plan, the Company adopted two equity compensation plans:
1 unchanged sentence
An aggregate of 4,058,925 shares of New Common Stock have been reserved for issuance under the Long-Term Incentive Plan.
−Removed: 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.
+Added: The Long-Term Incentive Plan provides for grants to be made under the Long-Term Incentive Plan in fiscal years 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.
−Removed: Any such awards are subject to approval by the Board of Directors, which did not occur prior to the Effective Date or as of the issuance date of these unaudited consolidated financial statements.
+Added: Any such awards are subject to approval by the Board of Directors.
Please refer to Note 1, "Basis of Operation and New Accounting Standards," and Note 13, "Stock-Based Compensation" for additional information on the Incentive Compensation Plans.
−Removed: T able of Contents
• Professional Fee Escrow Account – The Company funded the Professional Fee Escrow Account, which was reflected as restricted cash on the consolidated balance sheet.
−Removed: As of December 28, 2025 the professional fees for certain company advisers incurred during the Chapter 11 Cases subject to disbursements through the escrow account had been paid in full.
+Added: As of March 29, 2026 the professional fees for certain company advisers incurred during the Chapter 11 Cases subject to disbursements through the escrow account had been paid in full.
• General Unsecured Claims – Holders of general unsecured claims received payment in full in cash, reimbursement, or such other treatment rendering such general unsecured claims unimpaired.
4 unchanged sentences
The Regulatory Approvals were received on January 29, 2026, prior to the Regulatory Trigger Deadline.
−Removed: As set forth in the Plan, the Company issued 16,852,372 shares of New Common Stock to Renesas from the Share Reserve on January 29, 2026, 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 (the "Contingent Shares").
−Removed: The Company will also receive $ 10 million of the cash that was placed into escrow upon emergence (the "Contingent Cash"), with the remaining $ 5 million going to holders of the Existing Senior Secured Notes.
−Removed: The receipt of Regulatory Approvals was a subsequent event for the period ending December 28, 2025.
−Removed: The balance sheet as of December 28, 2025 assumed that final regulatory approval would be received prior to the Regulatory Trigger Deadline, but does not reflect the subsequent receipt of approvals.
+Added: As set forth in the Plan, the Company issued 16,852,372 shares of New Common Stock to Renesas from the Share Reserve on January 29, 2026, and holders of Old Common Stock immediately prior to the Effective Date received their pro rata portion of the Contingent Shares.
+Added: The Company received $ 10 million of the cash that was placed into escrow upon emergence (the "Contingent Cash"), with the remaining $ 5 million going to holders of the Existing Senior Secured Notes.
+Added: The $ 10 million Contingent Cash is recognized as a gain within "Non-operating income" on the Company's accompanying unaudited consolidated statement of operations for the three months ended March 29, 2026 and the period from September 30, 2025 to March 29, 2026.
+Added: The Regulatory Approvals were received in January 2026, which is reflected on the Company's consolidated balance sheet as of March 29, 2026.
The following paragraphs summarize the recognition and measurement of amounts related to the Regulatory Approvals:
−Removed: • Renesas Shares - the obligation to issue 16,852,372 shares to Renesas was liability-classified, presented within "Forward equity contract" and remeasured to fair value as of the balance sheet date.
−Removed: Upon receipt of the Regulatory Approvals, the shares issued to satisfy the equity contract will be recognized at fair value as of the approval date to extinguish the forward equity contract liability.
−Removed: • Renesas Warrant - the warrant to purchase 4,943,555 shares was liability-classified, within "Other long-term liabilities" and remeasured to fair value as of the balance sheet date.
−Removed: Upon receipt of the Regulatory Approvals, the warrants are expected to qualify for equity-classification, and will be reclassified to equity based on their fair value as of the approval date.
−Removed: • Renesas 2L Convertible Notes - the embedded conversion feature on the Renesas 2L Convertible notes was bifurcated from the underlying debt instrument and remeasured to fair value as of the balance sheet date.
−Removed: Upon receipt of the Regulatory Approvals, the conversion feature is expected to qualify for equity-classification, and will be reclassified to equity based on the fair value as of the approval date.
+Added: • Renesas Shares - the obligation to issue 16,852,372 shares to Renesas was recognized at fair value at $ 292.1 million as of the date on which all Regulatory Approvals were received and the forward equity contract liability was extinguished.
+Added: • Renesas Warrant - the warrant to purchase 4,943,555 shares upon receipt of the Regulatory Approvals qualified for equity-classification, and $ 31.5 million was reclassified to equity based on its fair value as of the date on which the Regulatory Approvals were received.
+Added: • Renesas 2L Convertible Notes - the embedded conversion feature on the Renesas 2L Convertible notes was bifurcated from the underlying debt instrument and remeasured to fair value as of the date on which the Regulatory Approvals were received.
+Added: Upon receipt of the Regulatory Approvals, the conversion feature qualified for equity-classification, and $ 87.9 million was reclassified to equity based on the fair value as of the approval date.
• Additional 2L Non-Convertible Notes - the receipt of the Regulatory Approvals nullified the potential obligation to issue the Additional 2L Non-Convertible Notes.
−Removed: Similarly, as of December 28, 2025 no value was ascribed to the embedded derivative related to the potential issuance of the Additional 2L Non-Convertible Notes, based on the assumption that final approval would be received prior to the Regulatory Trigger Deadline.
−Removed: • Contingent Shares - the obligation to issue 871,287 shares to holders of Old Common Stock upon receipt of the Regulatory Approvals was classified within equity as of the balance sheet date.
−Removed: Based on expected receipt of Regulatory Approvals, these amounts were recorded as shares issued to holders of Old Common Stock.
−Removed: Upon issuance of the shares, they will increase our total shares outstanding.
−Removed: • Contingent Cash - as further discussed in Note 7, Commitments and Contingencies, the $ 10 million of the Contingent Consideration that will be remitted back to the Company was treated as a gain contingency and was not recognized on the Consolidated Balance Sheet as of December 28, 2025.
−Removed: The outflow associated with this amount was recorded within "Cash used in financing activities" on the Consolidated Statements of Cash Flows.
−Removed: Upon receipt of the Regulatory Approvals, this amount will be recognized as a gain in non-operating income and expense in the third quarter of fiscal 2026.
−Removed: T able of Contents
+Added: • Contingent Shares - the obligation to issue 871,287 shares to holders of Old Common Stock upon receipt of the Regulatory Approvals was completed and increased the Company's total shares outstanding.
+Added: • Contingent Cash - the $ 10 million of the Contingent Consideration was remitted to the Company and is treated as a gain in non-operating income during the third quarter of fiscal 2026.
+Added: The outflow and inflow associated with this amount was recorded within "Cash used in financing activities".
New Senior Secured Notes
−Removed: On the Effective Date, the Company 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.
+Added: On the Effective Date, the Company entered into that certain Indenture (the “New Senior Secured Notes Indenture”), by and among the Company, Wolfspeed Texas, 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, the Company issued the New Senior Secured Notes.
Refer to Note 11, "Long-term Debt," for additional information on the New Senior Secured Notes.
−Removed: 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);
+Added: 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
+Added: 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 (as described below) 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).
−Removed: The Interest Rate Step-Down Condition is met if (a)(i) the Company redeems or repurchases (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) the Company receives at least $ 450,000,000 of award disbursements pursuant to governmental grants under the CHIPS and Science Act of 2022 (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.
+Added: The Interest Rate Step-Down Condition is met if (a)(i) the Company redeems or repurchases (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) the Company receives at least $ 450,000,000 of award disbursements pursuant to governmental grants under 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.
6 unchanged sentences
The New Senior Secured Notes Indenture contains certain customary affirmative covenants, negative covenants, and events of default, including a minimum liquidity financial covenant requiring the Company 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.
−Removed: T able of Contents
The obligations of the Company under the New Senior Secured Notes Indenture will be guaranteed by the Company’s 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 the existing and future property and assets of the Company and the guarantors (subject to certain exceptions), including a pledge of the capital stock of the subsidiaries of the Company and the guarantors, subject to certain exceptions.
19 unchanged sentences
The obligations of the Company under the 2L Indentures will be guaranteed by the Company’s material subsidiaries, if any, subject to certain exceptions, and are secured on a second-priority basis by liens on substantially all of the existing and future property and assets of the Company and the guarantors (subject to certain exceptions) that secure the New Senior Secured Notes.
−Removed: T able of Contents
Intercreditor Agreements
−Removed: In connection with the Company’s entrance into the New Senior Secured Notes Indenture and the 2L Indentures, the Company, Wolfspeed Texas LLC, as a guarantor, 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.
−Removed: Additionally, in connection with the Company’s entrance into the 2L Indentures, the Company, Wolfspeed Texas LLC, as a guarantor, 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.
+Added: In connection with the Company’s entrance into the New Senior Secured Notes Indenture and the 2L Indentures, the Company, Wolfspeed Texas, as a guarantor, 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 (the 1L/2L Intercreditor Agreement"), 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.
+Added: Additionally, in connection with the Company’s entrance into the 2L Indentures, the Company, Wolfspeed Texas, as a guarantor, and the trustees and the collateral agents under each of the 2L Indentures entered into the Equal Priority Intercreditor
+Added: Agreement, dated as of September 29, 2025, which sets forth the respective rights on the shared collateral among the noteholders under the 2L Notes.
Reorganization items, net
2 unchanged sentences
(in millions of U.S.
−Removed: Period from September 30, 2025 through December 28, 2025
−Removed: September 29, 2025 Three months ended December 29, 2024
−Removed: $ — $ 34.0 $ —
−Removed: Gain on settlement of liabilities subject to compromise
−Removed: — ( 3,751.8 ) —
−Removed: Write-off related to Predecessor directors’ and officers’ insurance policy
−Removed: Cancellation of unvested Predecessor stock compensation awards — 61.5 —
−Removed: Fresh start valuation adjustments
−Removed: Reorganization items, net
−Removed: $ — $ ( 1,067.3 ) $ —
−Removed: Cash payments for Reorganization items, net
−Removed: $ 23.7 $ 28.0 $ —
−Removed: (in millions of U.S.
−Removed: Period from September 30, 2025 through December 28, 2025
+Added: Period from September 30, 2025 through March 29, 2026
Period from June 30, 2025 through September 29, 2025
−Removed: Six months ended December 29, 2024
+Added: Nine months ended March 30, 2025
Allowed claims adjustments
11 unchanged sentences
$ 23.7 $ 38.5 $ —
−Removed: T able of Contents
Note 3 - Fresh Start Accounting
32 unchanged sentences
Total stockholders' equity as of the Effective Date $ 757.1
−Removed: T able of Contents
The reconciliation of the Company's enterprise value to reorganization value as of the Effective Date is as follows:
24 unchanged sentences
The explanatory notes provide additional information with regard to the adjustments recorded.
−Removed: T able of Contents
As of September 29, 2025
42 unchanged sentences
Total liabilities and stockholders’ equity $ 6,551.1 $ ( 94.2 ) $ ( 2,618.8 ) 3,838.1
−Removed: T able of Contents
Reorganization Adjustments
39 unchanged sentences
Net change in other long-term liabilities $ 201.5
−Removed: T able of Contents
(10) Reflects the settlement of liabilities subject to compromise in accordance with the Plan and the resulting gain, as follows:
8 unchanged sentences
Fair value of issuance of New Senior Secured Notes (see Adjustment 7) ( 1,379.4 )
−Removed: Issuance of New 2L Non-Renesas Convertible Notes – principal, including backstop commitment premium (see Adjustment 8) ( 331.4 )
+Added: Fair Value of Issuance of New 2L Non-Renesas Convertible Notes – principal, including backstop commitment premium (see Adjustment 8) ( 331.4 )
Fair value issuance of New 2L Non-Renesas Convertible Notes – substantial premium (see Adjustment 12) ( 168.8 )
37 unchanged sentences
Raw materials were valued based on their replacement cost on the Effective Date;
−Removed: work-in-progress (“WIP”) and finished
−Removed: T able of Contents
−Removed: good were valued based on consideration of inventory value created pre-Effective Date versus post-Effective Date.
+Added: work-in-progress (“WIP”) and finished good were valued based on consideration of inventory value created pre-Effective Date versus post-Effective Date.
WIP and finished good methodologies consider the market approach and the cost approach.
−Removed: The values resulting from these methods were reconciled to appropriately allocate profit and expenses in the measurement of the inventory value created prior to the Effective Date.
+Added: The values resulting
+Added: from these methods were reconciled to appropriately allocate profit and expenses in the measurement of the inventory value created prior to the Effective Date.
(15) Reflects the fair value adjustment to the Company’s short-term cloud assets due to the adoption of fresh start accounting.
42 unchanged sentences
Net change in other current liabilities $ 4.4
−Removed: T able of Contents
(21) Reflects the adjustment to the non-current portion of finance lease liabilities due to the adoption of fresh start accounting.
32 unchanged sentences
Pursuant to the RF Purchase Agreement, the Company received approximately $ 75 million in cash and 711,528 shares of MACOM common stock (the "MACOM Shares").
−Removed: T able of Contents
In connection with the divestiture of the RF Business (the "RF Business Divestiture"), MACOM was entitled to assume control of the Company’s 100mm gallium nitride ("GaN") wafer fabrication facility in Research Triangle Park, North Carolina (the "RTP Fab") approximately two years following the RF Closing (the "RTP Fab Transfer").
2 unchanged sentences
Additionally, the Company derecognized assets and liabilities related to the remaining rights and obligations under the RF Master Supply Agreement.
−Removed: In connection with the RTP Fab Transfer, the Company recognized $ 0.0 million during the period of September 29, 2025, a gain of $ 25.4 million within "Non-operating income, net" during the period from June 30, 2025 to September 29, 2025 and recognized a loss of $ 0.5 million within "Non-operating income, net" during the period from September 30, 2025 to December 28, 2025.
+Added: In connection with the RTP Fab Transfer, the Company recognized $ 0.0 million during the period of September 29, 2025, a gain of $ 25.4 million within "Non-operating income, net" during the period from June 30, 2025 to September 29, 2025 and recognized a loss of $ 0.5 million within "Non-operating income, net" during the period from September 30, 2025 to March 29, 2026.
In connection with the RTP Fab Transfer, the Long-Term Epi Supply Agreement between the parties commenced.
At the time of the divestiture, the Company recorded a liability for the Long-term Epi Supply Agreement of $ 58.0 million, which was remeasured to $ 72.4 million upon the adoption of fresh start accounting.
−Removed: The amounts outstanding under the Long-term Epi Supply Agreement were $ 66.5 million and $ 58.0 million as of December 28, 2025 and June 29, 2025, respectively.
+Added: The amounts outstanding under the Long-term Epi Supply Agreement were $ 63.5 million and $ 58.0 million as of March 29, 2026 and June 29, 2025, respectively.
The decrease in the balance of the liability was recognized as revenue in the Consolidated Statement of Operations.
2 unchanged sentences
Note 5 – Revenue Recognition
−Removed: Contract liabilities and distributor-related reserves were $ 92.2 million as of December 28, 2025 and $ 65.6 million as of June 29, 2025.
+Added: Contract liabilities and distributor-related reserves were $ 74.8 million as of March 29, 2026 and $ 65.6 million as of June 29, 2025.
Contract liabilities are recorded within contract liabilities and distributor-related reserves and other long-term liabilities on the consolidated balance sheets.
−Removed: The increase in these reserves primarily relates to the Company's distributors carrying additional amounts of inventory as of December 28, 2025, due to planned shipments of last-time buys for the Company's 150mm offerings during the first quarter of fiscal 2026.
+Added: The increase in these reserves primarily relates to the Company's distributors carrying additional amounts of inventory as of March 29, 2026, due to planned shipments of last-time buys for the Company's 150mm offerings.
Product Line Revenue
4 unchanged sentences
(in millions of U.S.
−Removed: Dollars) Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024
+Added: Dollars) Three months ended March 29, 2026 Three months ended March 30, 2025
Power Products $ 100.1 $ 107.5
3 unchanged sentences
(in millions of U.S.
−Removed: 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
+Added: Dollars) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
Power Products $ 218.4 $ 131.8 $ 295.4
1 unchanged sentence
Total $ 318.7 $ 196.8 $ 560.6
−Removed: T able of Contents
Geographic Information
3 unchanged sentences
Successor Predecessor
−Removed: Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024
+Added: Three months ended March 29, 2026 Three months ended March 30, 2025
(in millions of U.S.
−Removed: Dollars) Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue
+Added: Dollars) Revenue % of Revenue Revenue % of Revenue
United States $ 51.2 34.1 % 38.4 20.7 %
10 unchanged sentences
Successor Predecessor
−Removed: Period from September 30, 2025 to December 28, 2025 Period from June 30, 2025 to September 29, 2025 Six months ended December 29, 2024
+Added: Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
(in millions of U.S.
11 unchanged sentences
(1) Excluding China, Hong Kong, Japan and Singapore
−Removed: T able of Contents
Note 6 – Leases
4 unchanged sentences
Operating Leases:
−Removed: December 28, 2025 June 29, 2025
+Added: March 29, 2026 June 29, 2025
Right-of-use asset (1)
17 unchanged sentences
(in millions of U.S.
−Removed: Dollars) Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024
+Added: Dollars) Three months ended March 29, 2026 Three months ended March 30, 2025
Operating lease expense
−Removed: $ 4.9 — $ 4.1
Finance lease amortization
1 unchanged sentence
(in millions of U.S.
−Removed: 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
+Added: Dollars) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
Operating lease expense
2 unchanged sentences
Interest expense for finance leases was immaterial for all periods presented.
−Removed: T able of Contents
Cash flow information consisted of the following (1) :
1 unchanged sentence
(in millions of U.S.
−Removed: 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
+Added: Dollars) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
Cash (used in) provided by operating activities from continuing operations:
Cash paid for operating leases ($ 10.8 ) ($ 4.1 ) ($ 4.0 )
−Removed: Cash received for tenant allowance on operating lease — — —
Cash paid for interest portion of financing leases ( 0.1 ) ( 0.1 ) ( 0.1 )
3 unchanged sentences
Lease Liability Maturities
−Removed: Maturities of operating and finance lease liabilities as of December 28, 2025 were as follows:
+Added: Maturities of operating and finance lease liabilities as of March 29, 2026 were as follows:
(in millions of U.S.
8 unchanged sentences
Total lease payments 205.5 14.9 220.4
−Removed: Future tenant improvement allowances — — —
Imputed lease interest ( 97.6 ) ( 12.8 ) ( 110.4 )
1 unchanged sentence
Supplemental Disclosures
−Removed: Remaining weighted average lease terms and discount rate operating and finance lease liabilities as of December 28, 2025 were as follows:
+Added: Remaining weighted average lease terms and discount rate operating and finance lease liabilities as of March 29, 2026 were as follows:
Operating Leases Finance Leases
4 unchanged sentences
(2) Weighted average discount rate of finance leases without the 49-year ground lease is 7.43 %.
−Removed: As of December 28, 2025, the Company has entered into an agreement containing operating leases for bulk gas equipment.
−Removed: This arrangement includes approximately $ 13 million of additional right of use liability obligations that have not yet commenced.
−Removed: The Company expects these operating leases will commence in future periods with initial lease terms of 15 years.
−Removed: T able of Contents
Note 7 – Commitments and Contingencies
15 unchanged sentences
On December 22, 2025, the United States District Court for the Northern District of New York granted Defendants’ motion to transfer and on January 7, 2026 the case electronically transferred to the United States District Court for the Middle District of North Carolina.
+Added: On February 20, 2026, Defendants filed a motion to dismiss the amended complaint, with briefing scheduled to be completed on June 5, 2026.
On April 21, 2025, a derivative action was filed by a putative stockholder purportedly on behalf of the Company in the United States District Court for the Middle District of North Carolina against certain former directors and officers of the Company (collectively, “Derivative Action Defendants”) for breach of fiduciary duty, waste, unjust enrichment, aiding and abetting, insider trading, and a violation of Section 14(a) of the Exchange Act.
4 unchanged sentences
On November 20, 2025, the United States District Court for the Middle District of North Carolina so-ordered the dismissal.
−Removed: The Company intends to vigorously defend against the claims in the above-referenced actions.
+Added: No activity occurred and no activity is expected on this matter.
+Added: The Company intends to vigorously defend against the claims in the above-referenced class action.
Supply Commitments and Capacity Deposits
2 unchanged sentences
During the third quarter of fiscal 2025, the Company amended the agreement to extend the term of the contract through December 2029 and modify the remaining minimum annual purchase commitments.
−Removed: During the period from June 30, 2025 to September 29, 2025, the period of September 29, 2025 and the period from September 30, 2025 to December 28, 2025, the Company purchased $ 4.4 million, $ 0 million and $ 2.3 million, respectively, for a combined total of $ 6.7 million and during the three and six months ended December 29, 2024, the Company purchased $ 5.8 million and $ 12.5 million, respectively, of product under this agreement.
−Removed: As of December 28, 2025, the remaining future product purchases for fiscal years 2026, 2027, 2028 and 2029 are $ 32.2 million, $ 38.0 million, $ 40.0 million and $ 42.0 million, respectively.
+Added: During the period from June 30, 2025 to September 29, 2025, the period of September 29, 2025, the period from September 30, 2025 to December 28, 2025, and the three months ended March 29, 2026 the Company purchased $ 4.4 million, $ 0 million, $ 2.3 million, and $ 6.9 million respectively, for a combined total of $ 13.6 million and during the three and nine months ended March 30, 2025, the Company purchased $ 4.5 million and $ 17.0 million, respectively, of product under this agreement.
+Added: As of March 29, 2026, the remaining minimum annual future product purchases for the remainder of 2026, 2027, 2028 and 2029 are $ 27.9 million, $ 38.0 million, $ 40.0 million and $ 42.0 million, respectively.
In addition, the Company paid quarterly capacity reservation deposits through the second quarter of fiscal 2026.
The capacity reservation deposits totaled $ 60.0 million and are refundable through credits on future product purchases.
−Removed: As of December 28, 2025, the Company has paid the full $ 60.0 million in connection with the agreement, which is recognized in prepaid expenses and other long-term assets on the consolidated balance sheet.
−Removed: T able of Contents
+Added: As of March 29, 2026, the Company has paid the full $ 60.0 million in connection with the agreement, which is recognized in prepaid expenses and other long-term assets on the consolidated balance sheet.
In fiscal 2024, the Company entered into an agreement with another supplier which requires a minimum commitment of product purchases on a take-or-pay basis of $ 86.4 million over the life of the contract.
−Removed: During the period of September 29, 2025, the period from September 30, 2025 to December 28, 2025 and the three months ended December 29, 2024, the Company purchased $ 0.0 million , $ 12.0 million and $ 7.2 million, respectively and during the period from June 30, 2025 to September 29, 2025 and the period from September 30, 2025 to December 28, 2025 and the six months ended December 28, 2025 and December 29, 2024, the Company purchased $ 7.2 million, $ 12.0 million and $ 14.4 million, respectively, of product under this agreement which satisfied the minimum future product purchases for the periods.
+Added: During the three months ended March 29, 2026 and the three months ended March 30, 2025, the Company purchased $ 4.8 million, and $ 7.2 million, respectively and during the period from June 30, 2025 to September 29, 2025, the period of September 29, 2025 and the period from September 30, 2025 to March 29, 2026 and the nine months ended March 30, 2025, the Company purchased $ 7.2 million, $ 0.0 million, $ 16.8 million, and $ 21.6 million, respectively, of product under this agreement which satisfied the minimum future product purchases for the periods.
Minimum future product purchase for the remainder of fiscal 2026 and for fiscal 2027 are $ 7.2 million and $ 9.6 million, respectively.
The Company will also be required to purchase electricity for its 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 $ 57.1 million over the next 4 years and approximately $ 23.4 million over the next 8 years, respectively.
+Added: The Company has entered into an agreement with a supplier for equipment that has not yet been delivered or accepted by the Company.
+Added: While the Company has not accepted delivery of the equipment and, therefore, the arrangement has not commenced as a lease under ASC 842, the Company is contractually obligated to make monthly payments of $ 0.2 million for the next 184 months beginning in April 2026.
The Company reviews the terms of all its long-term supply agreements and assesses the need for any accruals for estimated losses on adverse purchase commitments, such as lower of cost or net realizable value adjustments that will not be recovered by future sales prices and the recoverability of assets related to capacity deposits, as necessary.
−Removed: Gain Contingency
−Removed: On the Effective Date, the Company transferred the Contingent Cash into escrow, pursuant to the Contingent Cash Escrow Agreement (as defined in the Plan).
−Removed: The Company does not have ownership or control of these funds, and as such, the Contingent Cash escrow is not recorded on the Company’s unaudited consolidated balance sheet.
−Removed: As discussed in Note 1, “Basis of Presentation and New Accounting Standards,” if Regulatory Approvals are received by the Regulatory Trigger Deadline, $ 10 million of the Contingent Cash shall be remitted to the Company, which is considered a gain contingency, and as such, is not reflected in the unaudited consolidated balance sheet due to uncertainty of collection.
−Removed: As a result, the funds related to the gain contingency will be recorded in the consolidated financial statements during the period in which all underlying events or contingencies are resolved and the gain is realized.
Note 8 – Investments
(in millions of U.S.
−Removed: December 28, 2025
+Added: March 29, 2026
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
2 unchanged sentences
Municipal bonds 97.0 0.1 ( 0.2 ) 96.9
+Added: Certificates of deposit 18.8 — — 18.8
Commercial paper 17.7 — — 17.7
1 unchanged sentence
All short-term investments are classified as available-for-sale.
−Removed: No allowance for credit losses was recorded as of December 28, 2025.
+Added: No allowance for credit losses was recorded as of March 29, 2026.
June 29, 2025
9 unchanged sentences
No allowance for credit losses was recorded as of June 29, 2025.
−Removed: T able of Contents
−Removed: The contractual maturities of short-term investments as of December 28, 2025 were as follows:
+Added: The contractual maturities of short-term investments as of March 29, 2026 were as follows:
(in millions of U.S.
3 unchanged sentences
Municipal bonds 91.8 5.1 — 96.9
+Added: Certificates of deposit 18.8 — — 18.8
Commercial paper 17.7 — — 17.7
1 unchanged sentence
Note 9 – Fair Value of Financial Instruments
−Removed: The Company did not have any financial assets or liabilities requiring the use of Level 3 inputs as of December 28, 2025, except as otherwise noted below.
−Removed: There were no transfers between Level 1 and Level 2 during the twelve months ended December 28, 2025.
+Added: The Company did not have any financial assets or liabilities requiring the use of Level 3 inputs as of March 29, 2026, except as otherwise noted below.
+Added: There were no transfers between Level 1 and Level 2 during the nine months ended March 29, 2026.
The following table sets forth financial instruments carried at fair value within the U.S.
3 unchanged sentences
(in millions of U.S.
−Removed: Dollars) Fair value hierarchy December 28, 2025 June 29, 2025
+Added: Dollars) Fair value hierarchy March, 29, 2026 June 29, 2025
Money market funds 1 $ 36.8 $ 61.8
10 unchanged sentences
The fair value of the forward equity contract is determined using the observable market prices of our common stock and is not adjusted for holding restrictions.
−Removed: Before Regulatory Approvals were obtained, and as of December 28, 2025, the forward equity contract was subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in "Non-operating income, net" in the Consolidated Statements of Operation.
−Removed: T able of Contents
+Added: With all Regulatory Approvals obtained in January 2026, and the shares being delivered, the forward equity contract was extinguished as of March 29, 2026, after being remeasured at fair value date as of the date on which the Regulatory Approvals were received, with changes in fair value recognized in "Non-operating income, net" in the Consolidated Statements of Operations.
Embedded Derivative
−Removed: The New 2L Renesas Convertible Notes contain embedded conversion features that provide for conversion into shares of common stock as defined in the agreements after receipt of Regulatory Approvals.
−Removed: Before Regulatory Approvals were obtained, and as of December 28, 2025, the conversion feature could only be cash settled as the notes would not be convertible into common stock;
−Removed: the cash settled equity-indexed feature did not qualify for a scope exceptions under ASC 815.
−Removed: Accordingly, this feature is required to be bifurcated and accounted for separately as an embedded derivative.
+Added: The New 2L Renesas Convertible Notes contain embedded conversion features that provide for conversion into shares of common stock as defined in the agreements after receipt of the Regulatory Approvals.
+Added: Before the Regulatory Approvals were obtained, the conversion feature could only be cash settled as the notes would not be convertible into common stock;
+Added: the cash settled equity-indexed feature did not qualify for a scope exception under ASC 815.
+Added: Accordingly, this feature was required to be bifurcated and accounted for separately as an embedded derivative.
The embedded derivative liability was initially recorded at fair value at the issuance date, with an offsetting discount recorded to the host debt instrument.
−Removed: The discount is amortized to interest expense over the term of the notes using the effective interest method.
−Removed: The embedded derivative was subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in “Non-operating income, net" in the Consolidated Statements of Operations.
−Removed: The fair value of the embedded derivatives is determined using the Goldman Sachs binomial lattice model and is classified within Level 3 of the fair value hierarchy.
−Removed: The Embedded Derivative was classified as a Level 3 measurement within the fair value hierarchy because the valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility which was developed based on the historical volatility of a publicly traded set of peer companies.
−Removed: The expected volatility inputs utilized for the fair value measurements of the Embedded Derivatives upon the Effective Date and as of December 28, 2025 was 60.0 %.
−Removed: The Embedded Derivative was presented within "Convertible notes, net" on the consolidated balance sheet as of December 28, 2025.
+Added: The discount was amortized to interest expense over the term of the notes using the effective interest method.
+Added: The embedded derivative was subsequently remeasured at fair value at each reporting date, and most recently as of the date on which the Regulatory Approvals were received, with changes in fair value recognized in “Non-operating income, net" in the Consolidated Statements of Operations.
+Added: The fair value of the embedded derivatives was determined using the Goldman Sachs binomial lattice model and was classified within Level 3 of the fair value hierarchy because the valuation model involves the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility which was developed based on the historical volatility of a publicly traded set of peer companies.
+Added: The expected volatility inputs utilized for the fair value measurements of the embedded derivatives upon the Effective Date and as of the date on which the Regulatory Approvals were received was 60.0 %.
+Added: Upon receipt of the Regulatory Approvals in January 2026, the embedded derivative met the equity classification criteria under ASC 815 and ASC 480.
+Added: Accordingly, the Company reclassified the embedded derivative from liabilities to additional paid‑in capital at its fair value as of the reclassification date of $ 87.9 million.
+Added: The reclassification did not result in the recognition of a gain or loss in the statement of operations.
+Added: Subsequent to the January 2026 reclassification, the embedded derivative is no longer subject to fair value remeasurement.
Stock Warrant Liability
−Removed: Prior to the receipt of Regulatory Approval, and as of December 28, 2025 the stock warrants held by Renesas could only be settled for cash such that they are accounted for as derivative liabilities under ASC 815.
−Removed: The warrant was subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in "Non-operating income, net" in the Consolidated Statements of Operation.
−Removed: The fair value of the warrant liability is determined using a Black-Scholes model and is classified within Level 3 of the fair value hierarchy.
+Added: Prior to the receipt of the Regulatory Approvals, the stock warrants held by Renesas could only be settled for cash such that they were accounted for as derivative liabilities under ASC 815.
+Added: The warrants were subsequently remeasured at fair value as of the date on which the Regulatory Approvals were received, with changes in fair value recognized in "Non-operating income, net" in the Consolidated Statements of Operation.
+Added: The fair value of the warrant liability was determined using a Black-Scholes model and was classified within Level 3 of the fair value hierarchy.
The stock warrant liability was classified as a Level 3 measurement within the fair value hierarchy because the valuation models involve the use of unobservable inputs relating to the Company’s estimate of its expected stock volatility which was developed based on the historical volatility of a publicly traded set of peer companies.
−Removed: The expected volatility inputs utilized for the fair value measurements of the Stock Warrant upon the Effective Date and as of December 28, 2025 was 70.0 %.
−Removed: The Stock Warrant Liability was presented within "Long-term warrant" on the consolidated balance sheet as of December 28, 2025.
+Added: The expected volatility inputs utilized for the fair value measurements of the Stock Warrant upon the Effective Date and as of the date on which the Regulatory Approvals were received, was 70.0 %.
+Added: During the three months ended March 29, 2026, the Company reclassified its stock warrant liability to equity following the receipt of all required regulatory approvals.
+Added: Upon reclassification, the stock warrant liability was no longer subject to fair value remeasurement.
+Added: Refer to Note 2 "Emergence from Voluntary Reorganization under Chapter " for more information.
Level 3 Rollforward
7 unchanged sentences
Changes in fair value
−Removed: Balance as of December 28, 2025
−Removed: Please refer to Note 2, "Emergence from Voluntary Reorganization Under Chapter 11," and Note 3, "Fresh Start Accounting," for additional information on the Forward Equity Contracts, the Embedded Derivative, and the Stock Warrant Liabilit y.
−Removed: T able of Contents
+Added: ( 2.1 ) ( 6.6 )
+Added: Reclassification to equity ( 31.5 ) ( 87.9 )
+Added: Balance as of March 29, 2026 — —
+Added: Please refer to Note 2, "Emergence from Voluntary Reorganization Under Chapter 11," and Note 3, "Fresh Start Accounting," for additional information on the forward equity contracts, and the stock warrant liability.
Note 10 – Intangible Assets
1 unchanged sentence
Successor Predecessor
−Removed: December 28, 2025 June 29, 2025
+Added: March 29, 2026 June 29, 2025
(in millions of U.S.
9 unchanged sentences
Patents are amortized using the straight-line method over their estimated period of benefit, which generally range from 0.5 to 23 years.
−Removed: Total intangible assets amortization expenses were $ 1.0 million, $ 0.0 million and $ 19.5 million for the period from June 30, 2025 to September 29, 2025, the period of September 29, 2025 and for the period from September 30, 2025 to December 28, 2025, respectively, and $ 2.7 million and $ 4.0 million for the three and six months ended December 29, 2024, respectively.
+Added: Total intangible assets amortization expenses was $ 19.3 million for the three months ended March 29, 2026 and $ 1.0 million, $ 0.0 million, and $ 38.8 million for the period from June 30, 2025 to September 29, 2025, the period of September 29, 2025, and for the period from September 30, 2025 to March 29, 2026, respectively, and $ 1.3 million and $ 4.0 million for the three and nine months ended March 30, 2025, respectively.
Estimated amortization expense for intangible assets with finite lives for each of the next five years and thereafter is as follows:
At Quarter End
−Removed: Fiscal Year Ending Customer Relationships Developed Technology Trade Names Patents December 28, 2025
+Added: Fiscal Year Ending Customer Relationships Developed Technology Trade Names Patents March 29, 2026
June 28, 2026 (remainder fiscal 2026) 3.3 10.4 0.7 3.8 18.2
5 unchanged sentences
Total future amortization expense 113.4 219.2 26.7 49.9 409.2
−Removed: T able of Contents
Note 11 – Long-term Debt
14 unchanged sentences
On the Effective Date, the Company emerged from the Chapter 11 Cases.
−Removed: As of December 28, 2025 (Successor):
+Added: As of March 29, 2026 (Successor)
(in millions of U.S.
2 unchanged sentences
Conversion to common stock (3)
−Removed: Outstanding principal Unamortized premium/discount Liability-classified derivative Ending Balance Equity component (4)
−Removed: Fair Value Fair value level
+Added: Outstanding principal Unamortized premium/discount Ending Balance Equity component Fair Value Fair value level
New Senior Secured Notes 6/23/2030 12.9 % $ 1,259.2 ($ 629.7 ) $ — $ 629.5 $ 58.9 $ 688.4 $ — $ 681.4 Level 2
New 2L Non-Convertible Notes 6/15/2031 12.5 % 296.4 — — $ 296.4 ( 62.6 ) $ 233.8 — 234.2 Level 2
−Removed: New 2L Non-Renesas Convertible Notes 6/15/2031 3.0 % 331.4 — ( 18.5 ) $ 312.9 ( 7.2 ) $ — $ 305.7 159.3 493.6 Level 2
+Added: New 2L Non-Renesas Convertible Notes (4)
+Added: 6/15/2031 3.0 % 331.4 — ( 18.5 ) $ 312.9 ( 6.9 ) $ 306.0 159.4 489.4 Level 2
New 2L Renesas Convertible Notes (5)
6/15/2031 12.3 % 203.6 — — $ 203.6 ( 76.7 ) $ 126.9 87.9 198.6 Level 3
+Added: 1.5L Convertible Notes 3/15/2031 4.3 % 379.0 — — $ 379.0 ( 13.6 ) $ 365.4 — 379.0 Level 2
$ 2,469.6 ($ 629.7 ) ($ 18.5 ) $ 1,821.4 ($ 100.9 ) $ 1,720.5 $ 247.3 $ 1,982.6
1 unchanged sentence
(2) On December 22, 2025, the Company repurchased $ 175.0 million of aggregate principal of the New Senior Secured Notes, plus accrued and unpaid interest at a purchase price of $ 197.9 million.
−Removed: On December 23, 2025, $ 10.2 million of Paid-in-Kind ("PIK") Interest was incurred and recorded to the outstanding New Senior Secured Notes principal amount.
+Added: On December 23, 2025, $ 10.2 million of Paid-in-Kind ("PIK") Interest was incurred and recorded to the outstanding
+Added: New Senior Secured Notes principal amount.
+Added: On March 23, 2026, $ 10.9 million of PIK interest was incurred and recorded to the outstanding New Senior Secured Notes principal amount.
+Added: On March 26, 2026, the Company used all of the aggregate gross proceeds from the 1.5L Convertible Notes (as defined below) and the Securities Purchase Agreement (as defined below) (refer to Note 16 - "Stockholders' Equity and Pre-Funded Warrants" for additional information) to redeem $ 475.9 million of the outstanding New Senior Secured Notes at a purchase price of $ 524.3 million.
(3) On September 29, 2025, the Company issued the New 2L Non-Renesas Convertible Notes and New 2L Renesas Convertible Notes.
−Removed: The notes bear interest at 2.5 % per annum on the outstanding principal, are secured, and are convertible into shares of Wolfspeed common stock at a conversion price of $ 12.23 and $ 18.35 per share, respectively.
−Removed: As of December 28, 2025, $ 18.5 million of New 2L Non-Renesas Convertible Notes were converted into 1.5 million shares of Wolfspeed common stock.
+Added: The notes bear interest at 2.5 % per annum on the outstanding principal, are secured, and are convertible into shares of common stock at a conversion price of $ 12.23 and $ 18.35 per share, respectively.
+Added: As of March 29, 2026, $ 18.5 million of New 2L Non-Renesas Convertible Notes were converted into 1.5 million shares of common stock.
(4) ASC Topic 470:
1 unchanged sentence
The excess of the initial carrying amount over par of $ 168.8 million was recorded to additional paid-in-capital.
−Removed: Approximately 5.6 % of the equity component is not related to the outstanding convertible notes due to conversions during the period.
−Removed: (5) The conversion option does not qualify for a derivative scope exception and is accounted for as a separate derivative liability, initially recognized with a corresponding discount on the debt.
−Removed: The derivative is remeasured at fair value at each reporting period with changes recognized through change in fair value of derivative instruments on the consolidated statements of operations.
−Removed: At December 28, 2025, the fair value of $ 215.8 million includes the fair value of the embedded derivative of $ 103.5 million.
−Removed: T able of Contents
−Removed: On the Effective Date, the conditions to the effectiveness of the Plan were satisfied or waived and the Plan became effective, and each holder of the aforementioned corporate debt holdings and deposits under the CRD Agreement received portions of the restated debt obligations and New Common Stock, and all of the Company’s outstanding obligations under the aforementioned corporate debt holdings and CRD Agreement were discharged and terminated.
+Added: Approximately 5.6 % of the equity component is not related to the outstanding convertible notes due to conversions during the period from September 30, 2025 to March 29, 2026.
+Added: (5) During the three months ended March 29, 2026, the Company reclassified the derivative liability to equity of $ 87.9 million (refer to Note 9 - "Fair Value of Financial Instruments" for additional information).
+Added: On the Effective Date, the conditions to the effectiveness of the Plan were satisfied or waived and the Plan became effective, and each holder of the aforementioned corporate debt holdings as of the Effective Date and deposits under the CRD Agreement received portions of the restated debt obligations and New Common Stock, and all of the Company’s outstanding obligations under the aforementioned corporate debt holdings as of the Effective Date and CRD Agreement were discharged and terminated.
Please refer to Note 1, "Basis of Presentation and New Accounting Standards," and Note 2, "Emergence from Voluntary Reorganization under Chapter 11," for additional information on the long-term debt.
+Added: New 1.5L Convertible Notes
+Added: On March 26, 2026, the Company entered into the 3.5 % Convertible 1.5 Lien Senior Secured Notes due 2031 (the "1.5L Convertible Notes") in a private placement (the "Notes Placement") with an aggregate principal balance of $ 379.0 million.
+Added: The 1.5L Convertible Notes were issued pursuant to, and are governed by, an indenture (the “ 1.5L Convertible Notes Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas, as Subsidiary Guarantor, and U.S.
+Added: Bank Trust Company, National Association, as Trustee and Collateral Agent.
+Added: The 1.5L Convertible Notes are guaranteed on a senior basis by the Guarantor, and the 1.5L Convertible Notes and the related guarantee by the Subsidiary Guarantor are senior, secured obligations of the Company and the Subsidiary Guarantor, secured by substantially all assets of the Company and the Subsidiary Guarantor (the “Collateral”).
+Added: The 1.5L Convertible Notes and related guarantee are effectively subordinated to all secured indebtedness of the Company and the Subsidiary Guarantor that is secured by a lien on the Collateral that is senior or prior to the lien on the Collateral securing the 1.5L Convertible Notes (including obligations under the Company’s New Senior Secured Notes) and are effectively senior to all indebtedness of the Company and the Subsidiary Guarantor that is not secured by a lien on the Collateral, or that is secured by a lien ranking junior to the lien on the Collateral securing the 1.5L Convertible Notes (including the Company’s New 2L Non-Renesas Convertible Notes and New 2L Non-Convertible Notes).
+Added: The 1.5L Convertible Notes bear cash interest at a rate of 3.5 % per year.
+Added: Interest is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026.
+Added: The 1.5L Convertible Notes mature on March 15, 2031, unless earlier repurchased, redeemed or converted.
+Added: The 1.5L Convertible Notes are convertible at the option of the holders at any time (subject to certain limitations) until the close of business on the second scheduled trading day immediately before the maturity date.
+Added: The initial conversion rate for the 1.5L Convertible Notes is 49.6623 shares of the New Common Stock, per $1,000 principal amount of the 1.5L Convertible Notes (which is equivalent to an initial conversion price of approximately $ 20.14 per share of New Common Stock, which represents a conversion premium of approximately 20.0 % over the last reported sale price of $ 16.78 per share of New Common Stock on the New York Stock Exchange on March 18, 2026).
+Added: The conversion rate is subject to customary anti-dilution adjustments.
+Added: Holders of the 1.5L Convertible Notes will be entitled to make-whole adjustments to the conversion rates in the event of a change of control or an optional redemption as described below.
+Added: Upon conversion, the 1.5L Convertible Notes may be settled in cash, shares of New Common Stock or a combination thereof, at the Company’s election.
+Added: Upon the occurrence of a “Fundamental Change” (as defined below), subject to certain exceptions, holders may require the Company to repurchase all or a portion of their 1.5L Convertible Notes for cash at a price equal to 100 % of the principal amount of the 1.5L Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the applicable repurchase date.
+Added: A “Fundamental Change” includes certain business combination transactions involving the Company, acquisitions of more than 50 % of the Company's outstanding New Common Stock by specified persons or groups, and certain delisting events with respect to the New Common Stock.
+Added: The 1.5L Convertible Notes are redeemable, in whole or in part, at the Company’s option for cash at any time, on or after March 20, 2028, and on or before the 35 th scheduled trading day immediately preceding the maturity date, subject to certain conditions.
+Added: Redemption is permitted only if the last reported sale price of New Common Stock exceeds (i) 175 % of the conversion price for specific periods if the redemption date occurs on or before March 19, 2029 or (ii) 130 % of the conversion price for specified periods if
+Added: the redemption date occurs on or after March 20, 2029.
+Added: The redemption price equals 100 % of the principal amount of the 1.5L Convertible Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
+Added: 1L Supplemental Indenture
+Added: In connection with the Company’s entrance into the 1.5L Convertible Notes Indenture and the issuance of the 1.5L Convertible Notes, the Company entered into that certain First Supplemental Indenture (the “1L Supplemental Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas, as subsidiary guarantor (in such capacity, the “1L Guarantor”), and U.S.
+Added: Bank Trust Company, National Association, as trustee and collateral agent (in such capacities, the “1L Indenture Agent”) to amend and waive certain provisions of that certain New Senior Secured Notes Indenture and to permit the Company and the 1L Guarantor to enter into the 1.5L Convertible Notes Indenture and the Company to issue the 1.5L Convertible Notes.
+Added: 2L Supplemental Indenture
+Added: In connection with the Company’s entry into the indentures and the issuance of the notes described below, on March 26, 2026, the Company entered into separate first supplemental indentures to amend certain covenants governing its outstanding second‑lien indebtedness.
+Added: First, the Company entered into a First Supplemental Indenture (the “2L Non‑Renesas Supplemental Indenture”) by and among the Company, Wolfspeed Texas, as subsidiary guarantor (the “2L Non‑Renesas Guarantor”), and U.S.
+Added: Bank Trust Company, National Association, as trustee and collateral agent (the “2L Non‑Renesas Agent”).
+Added: The 2L Non‑Renesas Supplemental Indenture supplements and amends certain covenants under the 2L Non‑Renesas Convertible Notes Indenture.
+Added: In addition, on March 26, 2026, the Company entered into a First Supplemental Indenture (the “2L Renesas Supplemental Indenture”) by and among the Company, Wolfspeed Texas, as subsidiary guarantor (the “2L Renesas Guarantor”), and U.S.
+Added: Bank Trust Company, National Association, as trustee and collateral agent (the “2L Renesas Agent”).
+Added: The 2L Renesas Supplemental Indenture supplements and amends the 2L Renesas Convertible Notes Indenture.
+Added: Additionally, on March 26, 2026, the Company entered into a First Supplemental Indenture (the “Toggle Notes 2L Supplemental Indenture”) by and among the Company, Wolfspeed Texas, as subsidiary guarantor (the “Toggle Notes 2L Guarantor”), and U.S.
+Added: Bank Trust Company, National Association, as trustee and collateral agent (the “Toggle Notes 2L Agent”).
+Added: The Toggle Notes 2L Supplemental Indenture supplements and amends certain covenants under the “2L Non-Convertible Notes Indenture”).
+Added: Intercreditor Agreement
+Added: In connection with the Company’s entry into the 1.5 L Convertible Notes Indenture, on March 26, 2026, the Company, the trustees and the collateral agents party to the 1.5 L Convertible Notes Indenture and the New Senior Secured Notes Indenture entered into a First Lien/1.5 Lien Intercreditor Agreement (the “1L/1.5L Intercreditor Agreement”).
+Added: The 1L/1.5L Intercreditor Agreement sets forth the respective rights with respect to the shared collateral between the noteholders under the 1.5L Convertible Notes, on the one hand, and the noteholders under the New Senior Secured Notes, on the other hand.
+Added: In addition, on March 26, 2026, the Company, the Trustee and the Collateral Agent entered into a Joinder Agreement, pursuant to which the Trustee and the Collateral Agent became parties to the existing 1L/2L Intercreditor Agreement
Interest Expense
1 unchanged sentence
(in millions of U.S.
−Removed: Dollars) Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024
+Added: Dollars) Three months ended March 29, 2026 Three months ended March 30, 2025
Interest expense, net
5 unchanged sentences
(in millions of U.S.
−Removed: 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
+Added: Dollars) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
Interest expense, net (1)
6 unchanged sentences
Upon the substantial completion of the Siler City Fab at the end of fiscal 2025, interest capitalization ceased.
−Removed: Total interest expense capitalized for the three and six months ended December 29, 2024 were $ 20.9 million and $ 38.8 million, respectively.
−Removed: T able of Contents
+Added: Total interest expense capitalized for the three and nine months ended March 30, 2025 were $ 22.8 million and $ 61.6 million, respectively.
Note 12 – Loss Per Share
2 unchanged sentences
(in millions of U.S.
−Removed: Dollars, except share data) Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024
−Removed: Net (loss) income $ ( 150.6 ) $ 1,063.8 $ ( 372.2 )
−Removed: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in thousands) 26,057 156,185 129,018
−Removed: Net income (loss) per share attributable to common stockholders, basic ( 5.78 ) 6.81 ( 2.88 )
−Removed: Net income (loss) attributable to common stockholders, diluted ( 150.6 ) 1,063.8 ( 372.2 )
+Added: Dollars, except share data) Three months ended March 29, 2026 Three months ended March 30, 2025
+Added: Net loss $ ( 119.9 ) $ ( 285.5 )
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in thousands) 39,282 153,897
−Removed: Weighted-average effect of potentially dilutive securities:
−Removed: RSUs (Successor) — — —
−Removed: 2L Convertible Notes — — —
−Removed: 1.75 % Convertible Notes
−Removed: 0.25 % Convertible Notes
−Removed: 1.875 % Convertible Notes
−Removed: RSUs (Predecessor) — 9 —
−Removed: Weighted-average number of shares outstanding used to compute net income (loss) per share attributable to common stockholders, diluted (in thousands) 26,057 188,962 129,018
−Removed: Net income (loss) per share attributable to common stockholders, diluted $ ( 5.78 ) $ 5.63 $ ( 2.88 )
−Removed: T able of Contents
+Added: Net loss per share attributable to common stockholders, basic ( 3.05 ) ( 1.86 )
+Added: Net loss attributable to common stockholders, diluted ( 119.9 ) ( 285.5 )
+Added: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in thousands) 39,282 153,897
+Added: Net loss per share attributable to common stockholders, diluted $ ( 3.05 ) $ ( 1.86 )
Successor Predecessor
(in millions of U.S.
−Removed: Dollars, except share data) Period from September 30, 2025 to December 28, 2025 Period from June 30, 2025 to September 29, 2025 Six months ended December 29, 2024
+Added: Dollars, except share data) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
Net (loss) income $ ( 270.5 ) $ 420.2 $ ( 939.9 )
−Removed: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in thousands) 26,057 156,185 127,876
−Removed: Net income (loss) per share attributable to common stockholders, basic ( 5.78 ) 2.69 ( 5.12 )
−Removed: Net income (loss) attributable to common stockholders, diluted ( 150.6 ) 420.2 ( 654.4 )
−Removed: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in thousands) 26,057 156,185 127,876
+Added: Weighted-average number of shares outstanding used to compute net (loss) earnings per share attributable to common stockholders, basic (in thousands) 32,706 156,185 136,550
+Added: Net (loss) earnings per share attributable to common stockholders, basic ( 8.27 ) 2.69 ( 6.88 )
+Added: Net (loss) income attributable to common stockholders, diluted ( 270.5 ) 420.2 ( 939.9 )
+Added: Weighted-average number of shares outstanding used to compute net (loss) earnings per share attributable to common stockholders, basic (in thousands) 32,706 156,185 136,550
Weighted-average effect of potentially dilutive securities:
−Removed: RSUs (Successor) — — —
−Removed: 2L Convertible Notes — — —
1.75 % Convertible Notes
2 unchanged sentences
RSUs (Predecessor) — 99 —
−Removed: Weighted-average number of shares outstanding used to compute net income (loss) per share attributable to common stockholders, diluted (in thousands) 26,057 189,052 127,876
−Removed: Net income (loss) per share attributable to common stockholders, diluted $ ( 5.78 ) $ 2.22 $ ( 5.12 )
+Added: Weighted-average number of shares outstanding used to compute net (loss) earnings per share attributable to common stockholders, diluted (in thousands) 32,706 189,052 136,550
+Added: Net (loss) earnings per share attributable to common stockholders, diluted $ ( 8.27 ) $ 2.22 $ ( 6.88 )
Diluted net loss per share is the same as basic net loss per share for the periods presented due to potentially dilutive items being anti-dilutive given the Company's net loss.
−Removed: For the period of September 29, 2025, the period from June 30, 2025 to September 29, 2025 and the period from September 30, 2025 to December 28, 2025, 0.0 million , 0.0 million and 63.2 million of weighted average shares, respectively, were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive.
−Removed: For the three and six months ended December 29, 2024, 9.5 million and 9.2 million of weighted average shares, respectively, were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive.
−Removed: For periods subsequent to the receipt of the Regulatory Approvals, the Company will calculate the dilutive impact of the New 2L Renesas Convertible Notes on earnings per share using the if-converted method, if dilutive.
−Removed: The New 2L Renesas Convertibles Notes will be reflected in the calculation of diluted earnings per share using the if-converted method.
+Added: Weighted average number of shares of New Common Stock outstanding during the period computation includes shares of New Common Stock to be contractually issued as of the quarter end date and warrants exercisable for little or no consideration in relation to the share price.
+Added: For the three months ended March 29, 2026, the period from June 30, 2025 to September 29, 2025, and the period from September 30, 2025 to March 29, 2026, 64.2 million, 0.0 million and 64.3 million of weighted average shares, respectively, were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive.
+Added: For the three and nine months ended March 30, 2025, 6.4 million and 6.5 million of weighted average shares, respectively, were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive.
+Added: For periods subsequent to the receipt of the Regulatory Approvals, the Company calculated the dilutive impact of the New 2L Renesas Convertible Notes on (loss) earnings per share using the if-converted method, if dilutive.
+Added: The New 2L Renesas Convertibles Notes will be reflected in the calculation of diluted (loss) earnings per share using the if-converted method.
Refer to Note 2, "Emergence from Voluntary Reorganization Under Chapter 11" and Note 3, "Fresh Start Accounting" for additional discussion regarding additional dilution related to the receipt of Regulatory Approvals.
1 unchanged sentence
Overview of Employee Stock-Based Compensation Plans
−Removed: The Company currently has two equity-based compensation plans, the Long-Term Incentive Plan and the Management Incentive Plan, which each provide for awards in the form of incentive stock options, stock appreciation right, restricted stock, restricted stock unit, performance share, performance stock unit, performance unit, other awards, or any combination of these.
+Added: The Company currently has two equity-based compensation plans, the Long-Term Incentive Plan and the Management Incentive Plan, which each provide for awards in the form of incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units, performance units, other awards, or any combination of these.
Please refer to Note 1 "Basis of Presentation and New Accounting Standards" for more information on the two equity-based compensation plans.
−Removed: T able of Contents
The Company’s stock-based awards can be either service-based and/or performance-based.
7 unchanged sentences
(in millions of U.S.
−Removed: Dollars) Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024
+Added: Dollars) Three months ended March 29, 2026 Three months ended March 30, 2025
Cost of revenue, net $ 2.8 $ 9.7
4 unchanged sentences
(in millions of U.S.
−Removed: 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
+Added: Dollars) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
Cost of revenue, net $ 8.7 $ 7.8 $ 27.2
4 unchanged sentences
Market or Performance-based stock units
−Removed: During the period from September 30, 2025 to December 28, 2025, the Company granted 1.1 million performance stock units ("PSUs") pursuant to the 2025 MIP.
+Added: During the period from September 30, 2025 to March 29, 2026, the Company granted 1.1 million performance stock units ("PSUs") pursuant to the 2025 Management Incentive Plan.
The PSUs vest 50 % based on achievement on internal metrics that include revenue and leveraged free cash flow targets, while 50 % are earned based on the Company's total stockholder return (“TSR”) relative to the TSR of the constituents of the Russell 3000 Index (the “Index”).
−Removed: For the PSUs granted from September 30, 2025 to December 28, 2025, the performance period commenced on December 1, 2025 and will end on June 30, 2028.
+Added: For the PSUs granted from September 30, 2025 to March 29, 2026, the performance period commenced on December 1, 2025 and will end on June 30, 2028.
The number of shares vesting could range from 0 % to 200 % times the target number of units granted.
4 unchanged sentences
The key assumptions used in valuing these market-based awards are as follows:
−Removed: T able of Contents
(in millions of U.S.
−Removed: Dollars) Period from September 30, 2025 to December 28, 2025
+Added: Dollars) Period from September 30, 2025 to March 29, 2026
Number of simulations 500,000
3 unchanged sentences
Dividend yield — %
−Removed: The grant date fair value of the market-based awards, as determined by the Monte Carlo valuation model, was $ 30.91 per share for the PSU grants issued during the period from September 30, 2025 to December 28, 2025.
+Added: The grant date fair value of the market-based awards, as determined by the Monte Carlo valuation model, was $ 30.91 per share for the PSU grants issued during the period from September 30, 2025 to March 29, 2026.
Note 14 – Income Taxes
23 unchanged sentences
The Company assesses all available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets by jurisdiction.
−Removed: As of December 28, 2025, the Company has concluded that it is necessary to maintain a full valuation allowance against its U.S.
+Added: As of March 29, 2026, the Company has concluded that it is necessary to maintain a full valuation allowance against its U.S.
deferred tax assets.
−Removed: The reductions in NOL carryforwards as a result of COD income are expected to be offset by a corresponding decrease to the Company's valuation allowance as of December 28, 2025.
+Added: The reductions in NOL carryforwards as a result of COD income are expected to be offset by a corresponding decrease to the Company's valuation allowance as of March 29, 2026.
Note 15 - Restructuring
2025 Restructuring Plan
−Removed: During the first quarter of fiscal 2025, the Company initiated a headcount reduction and facility closure and consolidation plan intended to optimize its cost structure as the Company accelerates its transition from 150mm to 200mm silicon carbide devices (the "2025 Restructuring Plan").
+Added: During the first quarter of fiscal 2025, the Company initiated a headcount reduction and facility closure and consolidation plan intended to optimize its cost structure as the Company accelerated its transition from 150mm to 200mm silicon carbide devices (the "2025 Restructuring Plan").
The 2025 Restructuring Plan resulted in a cumulative total headcount reduction of approximately 28 %.
The Company's 150mm device fabrication facility in North Carolina has ceased production in the second quarter of fiscal 2026.
−Removed: The Company expects to incur additional costs over the next three to six months in association with the 2025 Restructuring Plan, specifically the wind-down of the 150mm device fabrication facility in Durham, North Carolina.
−Removed: T able of Contents
+Added: The Company expects to incur additional costs over the next three months in association with the 2025 Restructuring Plan, specifically the wind-down of the 150mm device fabrication facility in Durham, North Carolina.
The Company expects to incur approximately $ 460 million of total restructuring and related costs, including approximately $ 75 million of involuntary and voluntary severance costs, $ 125 million of other closure-related cash costs, and approximately $ 260 million of charges related to long-lived assets and other non-cash costs, including accelerated depreciation and impairments upon abandonment or disposal of machinery and equipment.
−Removed: A summary of the charges recognized in the consolidated statements of operations through the second quarter of fiscal 2026 and fiscal 2025, respectively, resulting from these restructuring activities is shown below:
+Added: A summary of the charges recognized in the consolidated statements of operations through the third quarter of fiscal 2026 and fiscal 2025, respectively, resulting from these restructuring activities is shown below:
Successor Predecessor
(in millions of U.S.
−Removed: Dollars) Period from September 30, 2025 to December 28, 2025 September 29, 2025 Three months ended December 29, 2024
+Added: Dollars) Three months ended March 29, 2026 Three months ended March 30, 2025
Accelerated depreciation
−Removed: $ — $ — $ 11.7
Inventory write-down/scrap — —
7 unchanged sentences
Other operating expense (3)
−Removed: $ 16.6 $ — $ 188.1
Successor Predecessor
(in millions of U.S.
−Removed: 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
+Added: Dollars) Period from September 30, 2025 to March 29, 2026 Period from June 30, 2025 to September 29, 2025 Nine months ended March 30, 2025
Accelerated depreciation
11 unchanged sentences
$ 3.8 $ 3.7 $ 250.2
+Added: $ 25.0 $ 21.8 $ 332.7
(1) Employee severance and benefit costs include the early exit program activity
(2) Includes net impact of change in salvage value and estimated useful life related to 150mm fab tooling and equipment
−Removed: T able of Contents
−Removed: A summary of the balance sheet activity related to these restructuring activities recognized in accounts payable and accrued expenses in the unaudited consolidated balance sheet as of December 28, 2025 follows:
+Added: (3) Within restructuring and other expenses on the consolidated statements of operations.
+Added: A summary of the balance sheet activity related to these restructuring activities recognized in accounts payable and accrued expenses in the unaudited consolidated balance sheet as of March 29, 2026 follows:
Predecessor Successor
1 unchanged sentence
Dollars) As of June 29, 2025 Charges
−Removed: December 28, 2025
+Added: March 29, 2026
Employee severance and benefit costs (1)
8 unchanged sentences
No further charges are expected.
−Removed: A summary of the charges recognized in the consolidated statements of operations through the second quarter of fiscal 2026 resulting from these restructuring activities is shown below:
+Added: A summary of the charges recognized in the consolidated statements of operations through the third quarter of fiscal 2026 resulting from these restructuring activities is shown below:
(in millions of U.S.
−Removed: Dollars) Period from September 30, 2025 to December 28, 2025
+Added: Dollars) Three months ended March 29, 2026 Period from September 30, 2025 to March 29, 2026
Severance ( 0.5 ) 7.5
−Removed: Other operating expense $ 8.0
−Removed: (1) Employee severance and benefit costs include the early exit program activity
−Removed: A summary of the balance sheet activity related to these restructuring activities recognized in accounts payable and accrued expenses in the unaudited consolidated balance sheet as of December 28, 2025 follows:
+Added: Other operating expenses (1)
+Added: ($ 0.5 ) $ 7.5
+Added: (1) Within restructuring and other expenses on the consolidated statements of operations.
+Added: A summary of the balance sheet activity related to these restructuring activities recognized in accounts payable and accrued expenses in the unaudited consolidated balance sheet as of March 29, 2026 follows:
Predecessor Successor
1 unchanged sentence
Dollars) As of June 29, 2025 Charges
−Removed: December 28, 2025
+Added: March 29, 2026
Employee severance and benefit costs $ — $ 7.5 ($ 5.9 ) $ 1.6
$ — $ 7.5 ($ 5.9 ) $ 1.6
−Removed: $ — $ 8.0 ($ 3.1 ) $ 4.9
−Removed: (1) Employee severance and benefit costs includes the early exit program activity
−Removed: Note 16 - Subsequent Events
−Removed: On January 29, 2026, the Committee on Foreign Investment in the United States (“CFIUS”) formally cleared the Company's issuance of equity to Renesas.
−Removed: Pursuant to the Plan, on January 29, 2026, because all Regulatory Approvals, including CFIUS clearance, were received prior to the Regulatory Trigger Deadline, the Company issued 16,852,372 shares of common stock New Common Stock to Renesas.
−Removed: Additionally, holders of Old Common Stock immediately prior to the Plan Effective Date will receive their pro rata portion of 871,287 shares of New Common Stock.
−Removed: In addition, upon receipt of CFIUS clearance, the Renesas Warrant became exercisable and the New 2L Renesas Convertible Notes became convertible.
−Removed: Additionally, upon receipt of the Regulatory Approvals and the shares described above, Renesas' designation rights per the Investor Rights and Disposition Agreement were no longer applicable.
−Removed: Refer to "Note 2 - Emergence from Voluntary Reorganization under Chapter 11" for additional information.
−Removed: T able of Contents
+Added: Note 16 - Stockholders' Equity and Pre-funded Warrants
+Added: On March 19, 2026, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors in connection with a private placement offering of shares of New Common Stock and pre-funded warrants to purchase New Common Stock.
+Added: On March 26, 2026, pursuant to the terms of the Securities Purchase Agreement, the Company issued and sold an aggregate of 3,250,030 shares of New Common Stock (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants” to purchase up to 2,000,000 shares of New Common Stock.
+Added: The price per share of New Common Stock was $ 18.458 , and the price per Pre-Funded Warrant was $ 18.448 , resulting in aggregate gross proceeds of approximately $ 96.9 million, with issuance costs of $ 3.6 million.
+Added: The Pre-Funded Warrants have an exercise price of $ 0.01 per underlying share of New Common Stock and are exercisable at any time until fully exercised.
+Added: The Pre‑Funded Warrants do not expire until fully exercised.
+Added: The Pre-Funded Warrants are classified as equity and recorded as a component of additional paid-in capital at issuance.
+Added: As of March 29, 2026, there were 2.0 million Pre-Funded Warrants outstanding.
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.