WOLF · Wolfspeed, Inc.

Summary

Wolfspeed, Inc. entered into a Securities Purchase Agreement for the private placement of 3,250,030 shares of common stock at $18.458 per share and pre-funded warrants to purchase 2,000,000 shares at $18.448 each, expected to raise $96.9 million, and separate Notes Subscription Agreements for $379 million of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031. Gross proceeds of approximately $475.9 million from both placements will redeem higher-cost Senior Secured Notes due 2030, strengthening the balance sheet.

Key takeaways

• Private placement of 3,250,030 common shares at $18.458/share and pre-funded warrants for 2,000,000 shares at $18.448/warrant; expected gross proceeds $96.9 million.
• Issuance of $379 million aggregate principal 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031, convertible initially at 49.6623 shares per $1,000 (approx. $20.14/share).
• Closings for both equity and notes placements expected on March 26, 2026, subject to customary conditions.
• Proceeds to redeem approx. $475.9 million of outstanding Senior Secured Notes due 2030 to reduce interest expense and total debt.
• Pre-funded warrants exercisable at $0.01/share until fully exercised, with 9.99% beneficial ownership blocker.
• Registration rights agreement requires resale registration statement filing within 75 days post-closing.