WOLFSPEED, INC.

Note 13 -Restructuring

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 (collectively with the subsequent updates described below, the 2025 Restructuring Plan).

The actions taken under the 2025 Restructuring Plan will ultimately result in the closure of the Company's 150mm device fabrication facility in Durham, North Carolina as well as a realignment of related activities across the geographic regions in which the Company operates. The Company also initiated plans to consolidate its manufacturing footprint for epitaxy products by winding down operations at its facility in Farmer's Branch, Texas during fiscal 2025. In addition, the Company is taking steps to optimize the allocation of resources across various functional groups. The Company also implemented a voluntary separation program for a limited number of eligible employees based on their age and years of service. During the third quarter of fiscal 2025, the Company increased the scope of the planned headcount reductions, primarily in its Materials Products operations.

The 2025 Restructuring Plan is expected to result in a cumulative total headcount reduction of approximately 20%. As of March 30, 2025, the 2025 Restructuring Plan resulted in a cumulative total headcount reduction of approximately 15%, and the remainder is expected to occur over the next six months.

The costs that will be incurred as a result of the 2025 Restructuring Plan primarily include severance and employee benefit costs, voluntary termination benefits, and other exit costs that qualify as exit and disposal costs under ASC 420, "Exit or Disposal Cost Obligations". The involuntary severance costs incurred were provided under an ongoing benefit arrangement and were therefore recorded once they were both probable and reasonably estimable in accordance with the provisions of ASC 712-10, “Nonretirement Postemployment Benefits”. Additionally, the Company has incurred, and over the nextsix months will continue to incur, additional facility closure-related costs related to these activities, including asset-related charges, fixed manufacturing costs that will be eliminated as a result of this plan, and other incremental costs related to the exit of certain facilities.

Including these additional facility closure-related costs, the Company expects to incur approximately $450 million to $500 million of total costs, including approximately $60 million of involuntary and voluntary severance costs, $190 million of other closure-related cash costs, and approximately $250 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.

The Company expects to realize approximately $200 million of annualized cost savings upon completion of these initiatives.

A summary of the charges recognized in the consolidated statements of operations through the third quarter of fiscal 2025 resulting from these restructuring activities is shown below:

(1)Presented in "Loss on disposal or impairment of long-lived assets"

(2)Employee severance and benefit costs include the early exit program activity

(3)Includes net impact of change in salvage value and estimated useful life related to 150mm fab tooling and equipment

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 30, 2025 follows:

(1)Employee severance and benefit costs includes the early exit program activity

Note 14 -Shareholders' Equity

On December 9, 2024, the Company established an "at-the-market" offering program (the ATM Program) pursuant to which the Company could offer and sell, from time to time through sales agents, up to $200 million of the Company's common stock. The ATM Program was conducted pursuant to an equity distribution agreement (the Equity Distribution Agreement) entered into by the Company and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (the Managers).

The program concluded on January 14, 2025 and the Company completed the sale of approximately $200 million of common stock and, as such, the ATM automatically terminated in accordance with the terms of the Equity Distribution Agreement. In total, the Company sold and received payment for 27.8 million additional shares of common stock at a weighted average price of $7.20 per share through the ATM Program for total gross proceeds of approximately $200.0 million and net proceeds of approximately $195.2 million, after $4 million in commissions to the Mangers and $0.8 million in other offering costs. The Company intends to use the net proceeds for general corporate purposes.

Note 15 -Subsequent Events

Employee Stock Purchase Plan

In April 2025, the Compensation Committee approved the termination of the Employee Stock Purchase Plan ("ESPP"), which was effective immediately. There wereno shares purchased under the ESPP during the three months ended March 30, 2025.

Inducement Award Plan

In May 2025, the Board of Directors adopted the 2025 Inducement Award Plan (the “Inducement Plan”) and reserved 2,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan provides for the grant of equity-based awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance stock units, and other awards. Each award under the Inducement Plan is intended to qualify under Section 303A.08 of the New York Stock Exchange Company Listed Manual as a material employment inducement grant or as a limited exemption applicable to awards in the context of qualifying corporate acquisitions or mergers.