UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 19 26, 2026

WOLFSPEED, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40863

56-1572719

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


4600 Silicon Drive
Durham	North Carolina	27703
(Address of principal executive offices)		(Zip Code)

(919) 407-5300

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol		Name of each ~~exchangeon~~exchange on which registered
Common Stock, $0.00125 par value		WOLF		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~Equity~~Indenture ~~Securities~~and ~~Offering~~Notes

~~Equity~~On ~~Purchase~~March 26, ~~Agreement~~2026, Wolfspeed, Inc. (the “Company”) issued $379,000,000 aggregate principal amount of its 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the “Notes”) in a private placement (the “Notes Placement”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas LLC (“Wolfspeed Texas”), as subsidiary guarantor (in such capacity, the “Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).

OnThe ~~March 19,~~Notes ~~2026~~are guaranteed on a senior basis by the Guarantor, ~~Wolfspeed~~and the Notes and the related guarantee by the Guarantor are senior, ~~Inc.~~secured (obligations of the “Company”) ~~entered~~and ~~into~~the aGuarantor, ~~Securities~~secured ~~Purchase~~by ~~Agreement~~substantially ~~(the~~all ~~“Equity~~assets ~~Purchase~~of ~~Agreement”)~~the ~~with~~Company ~~certain~~and ~~investors~~the Guarantor (the “~~Equity Securities Investors~~Collateral”). The ~~Purchase~~Notes ~~Agreement~~and ~~provides~~related ~~for~~guarantee ~~the~~are ~~sale~~effectively ~~and~~subordinated ~~issuance~~to byall secured indebtedness of the Company ofand anthe ~~aggregate~~Guarantor ~~of:~~that ~~(i)~~is ~~3,250,030~~secured ~~shares~~by ~~(the~~a ~~“Shares”)~~lien ofon the ~~Company’s~~Collateral ~~common~~that ~~stock,~~is ~~par~~senior ~~value~~or ~~$0.00125~~prior ~~per~~to ~~share~~the (lien on the ~~“Common~~Collateral ~~Stock”)~~securing ~~and~~the Notes (~~ii) pre-funded~~including ~~warrants~~obligations (under the ~~“Pre-Funded~~Company’s ~~Warrants,”~~existing ~~and,~~Senior ~~together~~Secured ~~with~~Notes ~~the~~due ~~Shares,~~2030 (the “~~Equity~~Senior ~~Securities~~Notes”)) toand ~~purchase~~are upeffectively senior to anall ~~aggregate~~indebtedness of ~~2,000,000~~the ~~shares~~Company ofand ~~Common~~the ~~Stock~~Guarantor inthat is not secured by a ~~private~~lien ~~placement~~on (the ~~“Equity~~Collateral, ~~Securities~~or ~~Placement”).~~that ~~The~~is ~~price~~secured ~~per~~by ~~Share~~a islien ~~$18.458,~~ranking ~~and~~junior to the ~~price~~lien ~~per~~on ~~Pre-Funded~~the ~~Warrant~~Collateral issecuring ~~$18.448.~~the ~~The~~Notes ~~closing~~(including of the ~~Equity~~Company’s ~~Securities~~existing ~~Placement~~2.5% isConvertible ~~expected~~Second toLien ~~occur~~Senior onSecured ~~March 26,~~Notes ~~2026~~due ~~(the~~2031 ~~“Equity~~and ~~Securities~~7.00%/12.00% ~~Closing”),~~Second ~~subject~~Lien toSenior ~~customary~~Secured ~~closing~~PIK ~~conditions~~Toggle Notes due 2031).

The ~~Pre-Funded~~Notes ~~Warrants~~bear ~~have~~cash aninterest ~~exercise~~at ~~price~~a rate of $03.015% per ~~underlying~~year. ~~share~~Interest ~~of Common Stock, exercisable at any time until each~~ is ~~fully~~payable ~~exercised, and will not expire until each is fully exercised, subject to the ownership limitations described below. The number of shares of Common Stock issuable upon exercise of each Pre~~semi-~~Funded~~annually ~~Warrant is subject to appropriate adjustment~~ in ~~the~~arrears ~~event~~on ofMarch 15 ~~certain stock dividends~~ and ~~distributions,~~September 15 ~~stock splits, stock combinations, reclassifications or similar events affecting the Common Stock, as well as upon certain distributions~~ of ~~assets,~~each ~~including cash~~year, ~~stock~~commencing oron ~~other property~~September 15, ~~to the Company’s stockholders~~2026. The ~~Pre-Funded~~Notes ~~Warrants~~mature ~~include~~on ~~a beneficial ownership blocker that provides that the holder may not exercise (nor may the Company allow the exercise of) such Pre-Funded Warrant if~~March 15, ~~upon giving effect to such exercise~~2031, ~~such~~unless ~~exercise~~earlier would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934repurchased, asredeemed amended (the “Exchange Act”)) to exceed 9.99% of the total number of the then issued and outstanding shares of Common Stock as determined in accordance with the terms of each Pre-Funded Warrant; provided that the Pre-Funded Warrant holder may decrease (and later increase) such percentage to a percentage not in excess of 9.99% effective on or ~~after the 61st day after notice of such increase or decrease is delivered to the Company~~converted.

~~The~~Noteholders ~~aggregate~~have ~~gross~~the ~~proceeds~~right to convert their Notes at any time at their election (subject to certain limitations) until the close of business on the second scheduled trading day immediately before the maturity date. The initial conversion rate for the Notes is 49.6623 shares of the Company’s ~~from~~common stock, par value $0.00125 per share (the ~~Equity~~“Common ~~Securities~~Stock”), ~~Placement~~per ~~are~~$1,000 ~~expected~~principal amount of the Notes (which is equivalent to bean initial conversion price of approximately $9620.~~9 million~~14 per share of Common Stock, ~~excluding~~which ~~any~~represents ~~proceeds~~a conversion premium of approximately 20.0% over the ~~Company~~last ~~may~~reported ~~receive~~sale ~~upon~~price ~~exercise~~of $16.78 per share of Common Stock on the ~~Pre~~New York Stock Exchange on March 18, 2026), and is subject to customary anti-~~Funded~~dilution ~~Warrants~~adjustments. Conversions of the Notes will be settled in cash, shares of Common Stock or a combination thereof, at the Company’s election.

~~The~~If ~~Equity~~a ~~Purchase~~“Fundamental ~~Agreement~~Change” ~~also~~(as ~~contains~~defined ~~customary~~in ~~representations~~the Indenture) occurs, ~~warranties~~then, ~~and~~subject ~~agreements~~to bylimited exceptions, noteholders may require the Company, ~~customary~~to ~~conditions~~repurchase their Notes for cash at a repurchase price equal to ~~closing,~~the ~~indemnification~~principal ~~obligations~~amount of the ~~Company~~Notes to be repurchased, ~~other~~plus ~~obligations~~accrued and unpaid interest to, but excluding, the applicable repurchase date. The definition of “Fundamental Change” includes certain business combination transactions involving the ~~parties~~Company and ~~termination~~certain ~~provisions~~de-listing events with respect to the Common Stock.

The ~~foregoing~~Notes ~~description~~are ofredeemable, ~~the~~in ~~Equity~~whole ~~Securities~~or ~~Placement~~in part, ~~the~~for ~~Equity~~cash ~~Securities~~at ~~issued~~the inCompany’s ~~connection~~option ~~therewith~~at any time, and ~~the~~from ~~Equity~~time ~~Purchase~~to ~~Agreement~~time, ison aor ~~summary~~after March 20, 2028, and ~~does~~on ~~not~~or ~~purport~~before tothe be35th ~~complete~~scheduled ~~and~~trading isday ~~subject~~immediately tobefore the maturity date, ~~and~~but ~~qualified~~only inif ~~its~~the ~~entirety~~last byreported ~~reference~~sale ~~to,~~price ~~the~~per ~~full~~share ~~text~~of Common Stock exceeds 175% of the ~~forms~~conversion price for a certain period of time if the ~~Pre-Funded~~redemption ~~Warrant~~date occurs on or before March 19, 2029 and 130% of the ~~Equity~~conversion ~~Purchase~~price ~~Agreement,~~for ~~which~~a ~~are~~certain ~~filed~~period asof ~~Exhibits~~time ~~4.1~~if ~~and~~the ~~10.1~~redemption occurs on or after March 20, ~~respectively~~2029, in each case subject to ~~this~~the ~~Current~~satisfaction ~~Report~~of oncertain ~~Form~~conditions. ~~8-K~~The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and ~~incorporated~~unpaid ~~herein~~interest byto, ~~reference~~but excluding, the redemption date.

~~Registration~~The ~~Rights~~above ~~Agreement~~description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture, and the form of the certificate representing the Notes, are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

In1L ~~connection~~Supplemental ~~with~~Indenture the Equity Securities Placement, the Company agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with the Equity Securities Investors at the Equity Securities Closing in the form attached to the Equity Purchase Agreement. Pursuant to the Registration Rights Agreement, among other things, the Company will file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) no later than 75 days after the Equity Securities Closing to register the resale of the “Registrable Securities” (as defined in the Registration Rights Agreement) held by them, which generally includes the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC within certain timeframes set forth in the Registration Rights Agreement. In addition, the Equity Securities Investors have customary piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement.

~~The~~In ~~Company will generally pay all registration expenses in~~ connection with ~~its obligations under~~ the ~~Registration~~Company’s ~~Rights~~entrance ~~Agreement,~~into ~~regardless~~the ofIndenture ~~whether a registration statement is filed or becomes effective. The Registration Rights Agreement provides for customary indemnification~~ and ~~contribution~~the ~~provisions.~~issuance ~~The~~of ~~Registration~~the ~~Rights Agreement will terminate~~Notes, ~~with~~the ~~respect~~Company toentered ~~each~~into ~~Equity~~that ~~Securities~~certain ~~Investor,~~First atSupplemental ~~such~~Indenture ~~time~~(the as“1L ~~such~~Supplemental ~~Equity Securities Investor no longer owns any Registrable Securities~~Indenture”), ~~and~~dated inas ~~full and be~~ of noMarch 26, ~~further effect~~2026, atamong ~~such~~the ~~time~~Company, asWolfspeed ~~there are no Registrable Securities held by any Equity Securities Investor.~~

~~The~~ Texas, ~~foregoing~~as ~~description~~subsidiary ofguarantor (in such capacity, the ~~Registration~~“1L ~~Rights~~Guarantor”), ~~Agreement~~and isU.S. aBank ~~summary~~Trust Company, National Association, as trustee and ~~does~~collateral ~~not~~agent ~~purport~~(in tosuch becapacities, ~~complete~~the ~~and~~“1L isIndenture ~~subject~~Agent”) to, amend and ~~qualified~~waive incertain ~~its~~provisions ~~entirety~~of that certain Indenture, dated as of September 29, 2025, by ~~reference~~and toamong the Company, the ~~full~~1L ~~text~~Guarantor ofand the ~~Registration~~1L ~~Rights~~Indenture ~~Agreement,~~Agent ~~which~~governing isthe ~~filed~~Senior asNotes ~~Exhibit~~(the ~~10.2~~“1L Indenture”) and to ~~this~~permit ~~Current~~the ~~Report~~Company onand ~~Form~~the ~~8-K~~1L Guarantor to enter into the Indenture and ~~incorporated~~the ~~herein~~Company byto ~~reference~~issue the Notes.

~~Convertible~~The ~~Notes~~above ~~Offering~~description of the 1L Supplemental Indenture is a summary and is not complete. A copy of the 1L Supplemental Indenture is filed as Exhibit 4.3 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the 1L Supplemental Indenture set forth in such exhibit.

~~Notes~~2L ~~Subscription~~Supplemental ~~Agreements~~Indentures

OnIn ~~March 19,~~connection ~~2026,~~with the Company’s ~~also~~entrance ~~entered~~ into ~~separate,~~the ~~privately~~Indenture ~~negotiated~~and ~~subscription~~the ~~agreements~~issuance ~~(collectively,~~of the “Notes, ~~Subscription~~the ~~Agreements”)~~Company ~~with~~entered ~~Wolfspeed~~into ~~Texas,~~that ~~LLC,~~certain asFirst ~~guarantor~~Supplemental Indenture (the “~~Guarantor~~2L Non-Renesas Supplemental Indenture”), ~~and~~dated ~~the~~as ~~investor~~of ~~parties~~March 26, ~~thereto.~~2026, ~~The~~among ~~Notes~~the ~~Subscription~~Company, ~~Agreements~~Wolfspeed ~~provide~~Texas, ~~for~~as ~~the~~subsidiary ~~sale~~guarantor ~~and~~(in ~~issuance~~such bycapacity, the ~~Company~~“2L ofNon-Renesas ~~$379~~Guarantor”),~~000,000~~ ~~aggregate~~and ~~principal amount of the Company’s 3~~U.~~5% Convertible 1~~S.5 ~~Lien~~Bank ~~Senior~~Trust ~~Secured~~Company, ~~Notes~~National ~~due~~Association, ~~2031~~as ~~(the~~trustee ~~“Notes”~~ and, ~~together~~collateral ~~with~~agent ~~the~~(in ~~Equity~~such ~~Securities~~capacities, the “~~Securities~~2L Non-Renesas Agent”) into asupplement ~~private~~and ~~placement~~amend ~~(the~~certain ~~“Notes~~covenants ~~Placement”~~of ~~and,~~the ~~together~~Company ~~with~~under ~~the~~that ~~Equity~~certain ~~Securities Placement~~Indenture, ~~the~~dated ~~“Private~~as ~~Placements”)~~of toSeptember 29, ~~such~~2025, ~~investors.~~by ~~The~~and ~~closing~~among of the ~~Notes~~Company, ~~Placement~~the is2L ~~expected~~Non-Renesas toGuarantor ~~occur~~and ~~concurrently~~the ~~with~~2L ~~the~~Non-Renesas ~~closing~~Agent ofgoverning the ~~Equity~~Company’s ~~Securities~~outstanding ~~Placement~~2.5% onConvertible ~~March 26,~~Second-Lien ~~2026~~Senior ~~(the~~Secured “Notes ~~Closing”),~~due ~~subject~~2031 to(the ~~customary~~“2L ~~closing~~Non-Renesas ~~conditions~~Indenture”).

~~The~~In ~~Notes~~addition, ~~will~~the beCompany ~~issued~~entered ~~pursuant~~into tothat ancertain ~~indenture~~First Supplemental Indenture (the “2L Renesas Supplemental Indenture”), ~~to be~~ dated as of ~~the~~March 26, ~~Notes Closing~~2026, ~~between~~among the Company, Wolfspeed Texas, as subsidiary guarantor (in such capacity, the “2L Renesas Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent. ~~The~~(in ~~Notes~~such ~~will be guaranteed on a senior basis by the Guarantor~~capacities, ~~and~~ the ~~Notes~~“2L ~~and~~Renesas ~~the~~Agent”) ~~related~~to ~~guarantee~~supplement ~~by the Guarantor will be senior, secured obligations of the Company~~ and ~~the~~amend ~~Guarantor,~~certain ~~secured~~covenants ~~by substantially all assets~~ of the Company ~~and~~under ~~the~~that ~~Guarantor.~~certain ~~The~~Indenture, ~~Notes~~dated ~~will~~as ~~be convertible at the option~~ of ~~holders in certain circumstances into cash~~September 29, ~~shares of Common Stock~~2025, orby ~~a combination of cash~~ and ~~shares~~among ~~of Common Stock, at~~ the Company’s, ~~election. The initial conversion rate for~~ the ~~Notes~~2L ~~will~~Renesas beGuarantor ~~49.6623 shares of Common Stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $20.14 per share of Common Stock),~~and ~~will be subject to customary anti-dilution adjustments. The Notes will be redeemable by~~ the ~~Company~~2L inRenesas ~~certain~~Agent ~~circumstances,~~governing ~~and holders may require~~ the Company’s tooutstanding ~~repurchase their Notes in certain circumstances~~2.5% ~~The~~Convertible ~~foregoing~~Second-Lien isSenior aSecured ~~summary~~Notes ofdue ~~certain~~2031 ~~provisions of~~ (the ~~Notes~~“2L ~~and~~Renesas ~~the~~ Indenture.”) Itinitially isissued ~~only~~to aRenesas ~~summary~~Electronics ~~and~~America ~~is not complete~~Inc. ~~This~~on ~~summary is qualified by the text of the Indenture and Notes~~September 29, ~~which will be filed on or about the date of the Notes Closing~~2025.

~~The~~In ~~aggregate~~addition, ~~gross~~the ~~proceeds~~Company toentered into that certain First Supplemental Indenture (the “Toggle Notes 2L Supplemental Indenture”), dated as of March 26, 2026, among the Company, ~~from~~Wolfspeed Texas, as subsidiary guarantor (in such capacity, the “Toggle Notes ~~Placement~~2L ~~are~~Guarantor”), ~~expected~~and U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacities, the “Toggle Notes 2L Agent”) to besupplement ~~approximately~~and ~~$379.0~~amend certain covenants of the Company under that certain Indenture, dated as of September ~~million~~29, 2025, by and among the Company, the Toggle Notes 2L Guarantor and the Toggle Notes 2L Agent governing the Company’s outstanding 7.00%/12.00% Second Lien Senior Secured PIK Toggle Notes due 2031 (the “2L Toggle Indenture” and together with the 2L Non-Renesas Indenture and the 2L Renesas Indenture, the “2L Indentures”).

The ~~Notes~~above ~~Subscription~~description ~~Agreements~~of ~~contain~~the ~~customary~~2L ~~representations~~Non-Renesas Supplemental Indenture, ~~warranties~~2L Renesas Supplemental Indenture and ~~agreements~~Toggle byNotes 2L Supplemental Indenture is a summary and is not complete. Copies of the ~~Company~~2L Non-Renesas Supplemental Indenture, ~~customary~~2L ~~conditions~~Renesas Supplemental Indenture and Toggle Notes 2L Supplemental Indenture are filed as Exhibits 4.4, 4.5 and 4.6, respectively, to ~~closing~~this Current Report on Form 8-K, ~~other~~and ~~obligations~~the above summary is qualified by reference to the terms of the ~~parties~~2L Non-Renesas Supplemental Indenture, 2L Renesas Supplemental Indenture and ~~termination~~Toggle ~~provisions~~Notes 2L Supplemental Indenture set forth in such exhibits.

~~The~~Intercreditor foregoing description of the Notes Placement, the Notes issued in connection therewith and the Notes Subscription Agreements is a summary and does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the form of Notes Subscription Agreement, ~~which is filed as Exhibit 10.3, to this Current Report on Form 8-K and incorporated herein by reference.~~

~~Item 2~~In connection with the Company’s entrance into the Indenture, the Company, the trustees and the collateral agents under the Indenture and the 1L Indenture entered into a First Lien/1.035 ~~Creation~~Lien Intercreditor Agreement (the “Intercreditor Agreement”), dated as of aMarch 26, ~~Direct~~2026, ~~Financial~~which ~~Obligation~~sets orforth anthe ~~Obligation~~respective rights on the shared collateral between the noteholders under anthe ~~Off-Balance~~Notes, ~~Sheet~~on ~~Arrangement~~the one hand, and the noteholders under the Senior Notes, on the other hand. Additionally, the Company, the Trustee and the Collateral Agent entered into that certain Joinder Agreement, dated as of aMarch 26, ~~Registrant~~2026, pursuant to which the Trustee and the Collateral Agent joined the existing First Lien/Second Lien Intercreditor Agreement, dated as of September 29, 2025, which sets forth the respective rights on the shared collateral between the noteholders under the 1L Indenture, as first lien creditors, on the one hand, and the noteholders under the 2L Indenture, as second lien creditors, on the other hand.

~~To the extent required by~~ Item 2.03. Creation of ~~Form~~a ~~8-K,~~Direct ~~the~~Financial ~~information~~Obligation ~~regarding~~or ~~the~~an ~~Notes~~Obligation ~~Placement set forth~~ under ~~Item~~an ~~1.01 of this Current Report on Form 8~~Off-KBalance isSheet ~~incorporated~~Arrangement byof ~~reference~~a ~~in this Item 2~~Registrant.~~03.~~

To the extent required by Item 3 2.~~02.~~03 ~~Unregistered~~of ~~Sales~~Form 8-K, the information regarding the Notes Placement set forth under Item 1.01 of ~~Equity~~this ~~Interests~~Current Report on Form 8-K is incorporated by reference into this Item 2.03.

~~To the extent required by~~ Item 3.02 ~~of Form 8-K, the information regarding the Private Placements set forth under Item 1~~.01 ofUnregistered ~~this~~Sales ~~Current Report on Form 8-K is incorporated by reference in this Item 3.02. The offer and sale~~ of ~~the~~Equity ~~Securities and the shares of Common Stock underlying the Pre-Funded Warrants and the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”)~~Interests. The Company expects to issue the Securities in reliance on exemptions from registration provided for under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act. Initially, a maximum of 22,586,391 shares of Common Stock is expected to be issuable upon conversion of the Notes, based on the initial maximum conversion rate of 49.6623 shares per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.

To the extent required by Item 3.02 of Form 8-K, the information regarding the Notes Placement set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

In addition, as previously disclosed in the Company’s Current Report on Form 8-K filed 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 (such private placement, together with the Notes Placement, the “Private Placements”) of shares of Common Stock and pre-funded warrants to purchase Common Stock. 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 Common Stock (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants” and, together with the Shares and the Notes, the “Securities”) to purchase up to 2,000,000 shares of Common Stock. The price per Share was $18.458, and the price per Pre-Funded Warrant was $18.448, for aggregate gross proceeds of approximately $96.9 million.

The Pre-Funded Warrants have an exercise price of $0.01 per underlying share of Common Stock, exercisable at any time until each is fully exercised, and will not expire until each is fully exercised, subject to the ownership limitations described below. The number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock, as well as upon certain distributions of assets, including cash, stock or other property, to the Company’s stockholders. The Pre-Funded Warrants include a beneficial ownership blocker that provides that the holder may not exercise (nor may the Company allow the exercise of) such Pre-Funded Warrant if, upon giving effect to such exercise, such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to exceed 9.99% of the total number of the then issued and outstanding shares of Common Stock as determined in accordance with the terms of each Pre-Funded Warrant; provided that the Pre-Funded Warrant holder may decrease (and later increase) such percentage to a percentage not in excess of 9.99% effective on or after the 61st day after notice of such increase or decrease is delivered to the Company. The above description of the Pre-Funded Warrants is a summary and is not complete. A form of the Pre-Funded Warrant is filed as Exhibit 4.7 to this Current Report on Form 8-K, and the foregoing summary is qualified by reference to the terms of the Pre-Funded Warrant set forth in such exhibit.

The offer and sale of the Securities and the shares of Common Stock underlying the Pre-Funded Warrants and the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company issued the Securities in reliance on exemptions from registration provided for under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Any shares of Common Stock that may be issued upon exercise of the Pre-Funded Warrants will be issued in reliance upon Section 4(a)(2) or Section 3(a)(9) of the Securities Act, and any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act. Initially, a maximum of 22,586,391 shares of Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 59.5947 shares per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events

OnConcurrent ~~March 19,~~Optional ~~2026,~~Redemption ~~the Company issued a press release announcing the Private Placements. A copy~~ of ~~the~~Senior ~~press~~Notes ~~release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~The~~On March 26, 2026, the Company ~~expects~~used toall ~~use~~of the aggregate gross proceeds from the Private Placements to redeem approximately $475.9 million of the ~~Company’s~~ outstanding Senior ~~Secured~~Notes. In connection with such redemption and in accordance with the terms of the Senior Notes ~~due~~and ~~2030~~the 1L Indenture, the Company concurrently made a cash payment of approximately $48.5 million, consisting of a make-whole premium of approximately $47.0 million and accrued and unpaid interest of approximately $1.5 million, using cash on hand.

Press Release

On March 26, 2026, the Company issued a press release announcing the closing of the Private Placements. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The documents and other information available via the Company’s website are not part of this Current Report on Form 8-K and shall not be deemed incorporated herein. The Company also announced that, as of March 26, 2026, the Company maintained a balance of cash, cash equivalents and short-term investments of approximately $1.0 billion.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Securities or the shares of Common Stock, if any, issuable upon exercise of the Pre-Funded Warrants or the conversion of the Notes.

Cautionary Note Regarding Forward Looking Statements

The Company cautions you that statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are forward-looking statements. Words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or continue” and similar expressions, are intended to identify forward-looking statements. The forward-looking statements are based on our current beliefs and expectations and include, but are not limited to statements regarding: the timing, size and expectation of the closing of the Private Placements; and expectations regarding market conditions, the satisfaction of customary closing conditions related to the Private Placements and the anticipated use of proceeds therefrom. Actual results may differ from those set forth in this Current Report on Form 8-K due to the risks and uncertainties inherent in our business, including, without limitation: the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the Private Placements and other risks described in our prior press releases and filings with the SEC, including under the heading “Risk Factors” in our annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
4.1		Form of Pre-Funded Warrant
4.1*		Indenture, dated as of March 26, 2026, by and among Wolfspeed, Inc., the Subsidiary Guarantor party thereto from time to time and U.S. Bank Trust Company, National Association
10.1		Form of Securities Purchase Agreement, dated March 19, 2026, by and among the Company and the Investors party thereto
4.2		Form of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.1).
10.2		Form of Registration Rights Agreement
4.3		First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association
10.3		Form of Note Subscription Agreement, dated March 19, 2026, by and among the Company, Wolfspeed Texas, LLC and the Investor parties thereto.
4.4		First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association
99.1		Press Release, dated March 19, 2026
4.5		First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association
4.6		First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association
4.7^		Form of Pre-Funded Warrant
99.1		Press Release, dated March 26, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. The registrant undertakes to furnish a copy of all omitted schedules and similar attachments to the SEC upon its request.

^	Incorporated by reference from Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 19, 2026 (File No. 001-40863).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


WOLFSPEED, INC.

By:		/s/ Melissa Garrett
		Melissa Garrett Senior Vice President and General Counsel

Date: March 1926, 2026

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