WOLFSPEED, INC.
For the period ended Sep 27, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 27, 2026 · Filed Nov 5, 2026
WOLF$23.79+16.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-29; filed 2026-05-07.
0000895419-26-000030
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-27; filed 2026-11-05.
0000895419-26-000081
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 111 previous paragraphs and 102 current paragraphs.
42 unchanged; 27 reworded; 33 added; 38 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (33)
Current report
Commitment Letter with the U.S. Department of War
Current report
On October 7, 2026, Wolfspeed, Inc. (the "Company," "we," "us," or "our") announced that it had entered into a conditional commitment letter (the “Commitment Letter”) with the U.S. Department of War (the “DoW”), acting by and through its Office of Strategic Capital (the “OSC”), contemplating a senior secured delayed draw term loan facility in an aggregate principal amount up to $1.5 billion (the “Facility”), consisting of up to four tranches in the amount of $600 million for the initial tranche and $900 million for the remaining tranches, ranging from $200 million to $400 million. As set forth below, entry into the Facility on the contemplated terms (or any terms) is subject to substantial conditions, including due diligence and the negotiation of definitive transaction documentation (“Definitive Agreements”). While subject to due diligence and the negotiation of Definitive Agreements, among other conditions, the Facility is currently expected to have a 30-year maturity and a 36-month commitment period during which the Company can draw on the various tranches (should the significant conditions, which shall be finalized in the definitive transaction documentation, for such draws be met). Proceeds of the Facility would be used (a) on the closing date with the proceeds of the initial tranche, to refinance in full the Company’s outstanding New Senior Secured Notes and to pay transaction fees and expenses, subject to the Company entering into the Project Undertaking (as defined below), which shall require the Company to complete the Project (as defined below) and (b) thereafter with the proceeds of the remaining tranches, to fund other expenditures in furtherance of the Project. The transactions contemplated by the conditional Commitment Letter are referred to herein collectively as the “Expected U.S. Government Transaction”.
Current report
No assurances can be made that the Company will successfully negotiate and enter into Definitive Agreements or obtain funding in the Expected U.S. Government Transaction with the DoW or the OSC, or that the Expected U.S. Government Transaction with the DoW or the OSC will be consummated on the terms currently contemplated, or at all. The execution of the Definitive Agreements and consummation of the Expected U.S. Government Transaction are subject to substantial due diligence and numerous conditions, and subject to negotiation and finalization of agreements, significant closing conditions, governmental authorizations and approvals, appropriations and required third party-consents.
Current report
The interest rate on the Facility is expected to be comparable to the U.S. Treasury rate of a similar maturity plus a risk premium that will be determined on a final basis in the Definitive Agreements. The risk premium is provisionally contemplated to be between 1.25% and 1.75% but is subject to diligence and negotiation of the Definitive Agreements (it being understood that the final risk premium will be in the Definitive Agreements). As contemplated as of October 7, 2026, the interest will be payable on a quarterly basis; provided that, for the first five years following the effective date of the Facility (the “Interest Only Period”) and so long as no event of default has occurred, interest may be capitalized to principal. Following the Interest Only Period, interest and principal will be payable in cash quarterly and will amortize on a 25-year straight-line basis.
Current report
Entry into Definitive Agreements for the Expected U.S. Government Transaction and obtaining the conditional financing discussed above is subject to substantial conditions, including, without limitation: (a) the DoW obtaining receipt of authorizations or reauthorizations from relevant governmental authorities by the United States Congress and the availability of appropriations and concurrence of the Office of Management and Budget, each of which is beyond the control of the Company, (b) the Company using commercially reasonable efforts to equitize a substantial majority of the aggregate principal amount of the Company’s outstanding convertible notes, (c) entrance into an undertaking by the Company and its subsidiary guarantors, secured by the assets of the Company and its subsidiary guarantors, to complete, collectively, (i) the buildout of domestic silicon carbide (“SiC”) wafer and power device production, (ii) the establishment of domestic low voltage and/or high voltage gallium nitride (“GaN”) production, or the onshoring of GaN production, (iii) the investment in GaN-on-SiC radio frequency epitaxial wafer technology, and (iv) the development of domestic radiation hardening capabilities on terms to be agreed (collectively, the “Project” and the Company’s undertaking to complete the Project, the “Project Undertaking”), (d) entry into customary financing documentation, (e) delivery of a definitive budget covering the Company, its subsidiary guarantors and the Project, (f) completion of OSC’s business, financial, legal, tax, environmental, collateral, technical, Project and other due diligence to the satisfaction of OSC in its sole discretion, (g) execution of one or more letters of intent or definitive offtake agreements, on terms acceptable to the OSC, and (h) satisfactory amendments or waivers to agreements governing certain of the Company’s existing indebtedness.
Current report
In addition, the conditional obligation of the OSC to fund each tranche will be subject to the satisfaction of certain conditions, including, without limitation: (1) the Company’s contribution of Qualifying Sources (as defined below) received after June 28, 2026 in an aggregate amount of at least $750 million or such other amount determined by the OSC during its due diligence (the “Minimum Contribution”), which may be funded on a tranche-by-tranche basis in an amount no less than (a) with respect to the initial tranche, $150 million, and (b) with respect to the remaining tranches, an aggregate of $600 million, (2) with respect to the funding of the tranches following the initial tranche, the completion of due diligence to the satisfaction of OSC in its sole discretion, (3) with respect to the funding of the tranches following the initial tranche, entering into certain commercial arrangements, including offtake agreements, on terms acceptable to the OSC, (4) with respect to the funding of certain tranches following the initial tranche, the Company’s use of commercially reasonable efforts to equitize at least a substantial majority of the aggregate principal amount of convertible notes outstanding as of June 28, 2026, if and to the extent such target has not already been equitized and (5) demonstration of pro forma compliance with applicable financial covenants, including a loan-to-value covenant, both immediately before and after giving effect to the applicable disbursement. As used herein, “Qualifying Sources” means (a) the proceeds from the issuance of common equity, preferred equity (acceptable to the OSC and together with common equity, “Qualifying Equity”), or qualifying equity-linked instruments issued to third parties, unaffiliated with the U.S. government, (b) Qualifying Equity issued to third parties unaffiliated with the U.S. government as all or a portion of the consideration for an acquisition or other transaction funded in whole or in part with the proceeds of the applicable tranche, valued at the fair market value of such Qualifying Equity as of the date of issuance, (c) excess cash (as determined by the OSC), (d) the face value of convertible indebtedness converted or equitized into equity, and (e) other items subject to the discretion of the OSC; provided, that the Minimum Contribution in respect of the initial tranche must consist of proceeds from the issuance of Qualifying Equity issued to third parties unaffiliated with the U.S. government (i) in an amount equal to $50 million that must be raised prior to the effective date of the Facility and (ii) in an amount equal to $100 million that may be raised after the effective date of the Facility and prior to the funding of the second tranche, and the remaining $600 million of the Minimum Contribution may be satisfied through a combination of Qualifying Equity, the Qualifying Source described in clause (b) above and, subject to the discretion of OSC (and compliance with the loan-to-v…
Excerpt shortened here; the source contains the full paragraph.
Current report
The Definitive Agreements would include certain representations, warranties, covenants (including financial covenants), mandatory prepayments and events of default usual and customary for facilities of this type, which include (a) certain requirements and restrictions applicable through the later of (x) the repayment in full of all outstanding loans and termination of all commitments under the Facility and (y) the maturity date, which requirements and restrictions include restrictions on changes of control with parties other than permitted persons, requirements that the majority of the board of directors consist of U.S. citizens and that the chief executive officer be a national of a permitted jurisdiction, requirements to maintain the Company’s principal headquarters in the United States, and the grant to the DoW of certain rights on products or services related to the Project and (b) the right of the OSC to designate a non-voting board observer to attend meetings of the Company’s board of directors (and committees thereof).
Current report
As an additional condition to entry into Definitive Agreements for the Expected U.S. Government Transaction, the Company would be required to issue warrants to the DoW pro rata as and when each tranche is funded to purchase (a) 5% of the outstanding equity of the Company with an exercise price based on a mutually agreed volume-weighted average price (“VWAP”) of the Company’s common stock and (b) 2.5% of the outstanding equity of the Company with an exercise price based on a mutually agreed VWAP of the Company’s common stock (such percentages in each case calculated on a fully-diluted basis as of the effective date of the Facility, including the exercise of the warrants but excluding the issuance of common stock to satisfy the Minimum Contribution, subject to finalization in the definitive documents). The warrants are anticipated to be exercisable at any time and from time to time for a term of ten years. Any unexercised warrants will automatically self-exercise on a cashless basis immediately prior to expiration to the extent such warrants are in the money. The definitive warrant instrument will include customary terms for transactions of this type, including cashless exercise, registration rights and structural dilution protection, along with repurchase rights in the event the Facility is prepaid in full. For additional information, see “Risk Factors” in Part II, Item 1A of this Quarterly Report.
Current report
•Diversifying our revenue and customer base;
Current report
•Driving operational excellence; and
Current report
•Demonstrating financial discipline.
Current report
The $42 million decrease in net revenue for the three months ended September 27, 2026, compared to the three months ended September 28, 2025 was primarily due to:
Current report
The proportion of Materials Products revenue attributable to long-term supply agreements with customers has decreased compared to the same period in fiscal 2026, resulting in more volatility in the timing and product mix of our materials orders.
Current report
•Net revenue of our Power Product offerings decreased from a reduction in automotive Power Product demand and continued pricing pressure during the period partially offset by an increase in Industrial & Energy revenue. During the three months ended September 28, 2025, end-of-life buys from our distributors related to the planned shutdown of our 150mm device fab in Durham, North Carolina, increased revenue through our distribution channel, which did not reoccur during the three months ended September 27, 2026.
Current report
•Lower revenues and unfavorable changes in overall product mix as discussed above;
Current report
•$8 million decrease in underutilization costs, reflecting stronger factory loadings as we align production with end market demand. We expect to continue to incur underutilization costs for as long as market demand for our products remains below our production capacity;
Current report
•$23 million decrease in write-downs related to customer-specific inventory we intend to scrap, partially attributable to our ongoing restructuring activities and gross increases of new reserves;
Current report
•Partially offset by a $12 million increase in charges related to a supply contract renegotiation incurred during the three months ended September 27, 2026.
Current report
•$6 million increase in personnel costs, including higher stock-based compensation costs due to the higher stock price for awards, and higher salaries due to the Company's annual merit increases; and
Current report
•partially offset by a $4 million decrease attributable to planned reductions in spending on outside services.
Current report
Restructuring and Other Expense
Current report
Reorganization items, net
Current report
Reorganization items, net includes professional fees related to our Chapter 11 Cases and debt valuation adjustments for Liabilities subject to compromise. The decrease in reorganization items, net during the three months ended September 27, 2026 compared to the three months ended September 28, 2025 was due to our emergence from Chapter 11 bankruptcy.
Current report
The increase in interest expense during the three months ended September 27, 2026 compared to the three months ended September 28, 2025 was primarily related to the classification of interest-related expenses being presented within "Reorganization Items, net", in accordance with Accounting Standards Codification ("ASC") Topic 852; Reorganizations ("ASC 852"), for the three months ended September 28, 2025, due to the ongoing Chapter 11 Cases.
Current report
Non-Operating Income, net
Current report
The decrease in non-operating income, net during the three months ended September 27, 2026 compared to the three months ended September 28, 2025 was primarily due to the decrease in the gain on the RTP Fab Transfer, which was primarily related to the acceleration of the timing of the RTP Fab Transfer and related to early termination of the RF Master Supply Agreement, partially offset by the realized loss on the sale of the MACOM Shares during the three months ended September 28, 2025. For more information, see Note 2, "Discontinued Operations," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report.
Current report
During the three months ended September 27, 2026 and fiscal year ended June 28, 2026, holders of our New 2L Non-Renesas Convertible Notes elected to convert approximately $10.0 million and $64.3 million, respectively, of principal amount of the New 2L Non-Renesas Convertible Notes into shares of common stock. These conversions were non-cash financing transactions and reduced our outstanding indebtedness, future interest obligations, and cash requirements associated with repayment of the notes. As a result, management believes the conversions improved our overall liquidity position.
Current report
Given our current cash and investments position, we believe we will be able to fund daily operating expenses, debt service, working capital and capital requirements for at least the next 12 months.
Current report
•receipts under government incentive programs; and
Current report
Expected U.S. Government Transaction
Current report
As discussed under “Recent Events” above, on October 7, 2026, we entered into the Commitment Letter contemplating the Facility, consisting of up to four tranches in the amount of $600 million for the initial tranche and $900 million for the remaining tranches, ranging from $200 million to $400 million. If the Expected U.S. Government Transaction is consummated, the proceeds would be used (a) on the closing date with the proceeds of the initial tranche, to refinance in full our outstanding New Senior Secured Notes and to pay transaction fees and expenses, subject to us entering into the Project Undertaking which shall require us to complete the Project and (b) thereafter with the proceeds of the remaining tranches, to fund other expenditures in furtherance of the Project. Entry into the Definitive Agreements and funding under the Facility are subject to substantial conditions, including (but not limited to) our use of commercially reasonable efforts to equitize a substantial majority of the aggregate principal amount of our outstanding convertible notes and our contribution of Qualifying Sources received after June 28, 2026 in an aggregate amount of at least $750 million or such other amount determined by the OSC during its due diligence, which may be funded on a tranche-by-tranche basis in an amount no less than (a) with respect to the initial tranche, $150 million, and (b) with respect to the remaining tranches, an aggregate of $600 million.
Current report
No assurances can be made that we will successfully negotiate and enter into Definitive Agreements or obtain funding in the Expected U.S. Government Transaction with the DoW or the OSC, or that the Expected U.S. Government Transaction with the DoW or the
Current report
OSC will be consummated on the terms currently contemplated, or at all. The execution of the Definitive Agreements and consummation of the Expected U.S. Government Transaction are subject to substantial due diligence and numerous conditions, and subject to negotiation and finalization of agreements, significant closing conditions, governmental authorizations and approvals, appropriations and required third party-consents. For additional information, see “Risk Factors” in Part II, Item 1A of this Quarterly Report.
Removed paragraphs (38)
Previous report
•Demonstrating strict financial discipline; and
Previous report
•Driving operational excellence.
Previous report
The $35 million decrease in net sales for the three months ended March 29, 2026, compared to three months ended March 30, 2025 was primarily due to:
Previous report
•Net sales of our Power Product offerings decreased from a reduction in automotive demand and continued pricing pressure during the period. During the third quarter of fiscal 2026, approximately 90% of these revenues were attributable to products from the Mohawk Valley Fabrication facility (the "Mohawk Valley Fab") following the shutdown of our 150mm device fabrication facility in Durham, North Carolina (the "150mm Durham Fab") in the second quarter of fiscal 2026.
Previous report
•$19 million increase in underutilization costs, primarily related to the achievement of production readiness at our materials manufacturing facility in Siler City, North Carolina (the "Siler City Fab") at the end of fiscal 2025 and lower factory loadings at our Durham materials facility as we rebalance supply to match weaker end market demand. Prior to the substantial completion of the Siler City fab, these costs were included in start-up costs within Operating Expenses. We expect to continue to incur significant underutilization costs until market demand for our products meets or exceeds our production capacity;
Previous report
•$10 million attributable to planned decreases in the amount of research and development wafer spend from product transfers and technology qualifications related to the Mohawk Valley Fab ramp; and
Previous report
•$4 million attributable to planned reductions in marketing and outside services related to cost optimization efforts.
Previous report
Factory Start-up Costs
Previous report
The $24 million decrease in factory start-up costs for the three months ended March 29, 2026 compared to the three months ended March 30, 2025, related to the attainment of production readiness at the Siler City Fab. Refer to Note 1, "Basis of Presentation and New Accounting Standards," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details on the change in accounting policy due to the adoption of fresh start accounting.
Previous report
Restructuring and Other Operating Expense
Previous report
The decrease in interest expense during the three months ended March 29, 2026 compared to the three months ended March 30, 2025 was primarily related to decreases in our outstanding debt obligations upon emergence from the Chapter 11 Cases.
Previous report
Non-Operating (Income) Expense, net
Previous report
The increase in non-operating (income) expense, net during the three months ended March 29, 2026 compared to the three months ended March 30, 2025 was primarily due to the gain on contingent cash and remeasurement of certain liability-classified derivatives in the three months ended March 29, 2026, as further described in Note 3, "Fresh Start Accounting," and Note 9, "Fair Value of Financial Instruments," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report, partially offset by lower short-term investment balances and a lower interest rate environment, the debt extinguishment from the early pay down of our New Senior Secured Notes (as defined below) and loss related to the MACOM Shares.
Previous report
Period from September 30, 2025 to March 29, 2026 (Successor) and June 30, 2025 to September 29, 2025 (Predecessor) compared with Nine months ended March 30, 2025 (Predecessor)
Previous report
The primary drivers of changes in the financial statement line items noted below, for the periods from September 30, 2025 to March 29, 2026 (Successor) and June 30, 2025 to September 29, 2025 (Predecessor) compared with the period of the nine months ended March 30, 2025 (Predecessor) included the following:
Previous report
•Revenue, net -Decreases in net sales of our Materials Products offerings driven by our customers' rebalancing supply to match weaker end market demand were partially offset by increases in net sales of our Power Product offerings for our industrial applications, partially attributable to end-of-life buys associated with the shutdown of our 150mm Durham Fab, and growth in emerging applications for silicon carbide devices such as AI and data center applications.
Previous report
•Cost of Revenue, net and Gross loss -Increases in cost of revenue, net and the corresponding increase in Gross loss and decrease in Gross margin were primarily attributable to the following:
Previous report
◦Unfavorable changes in product mix for Power devices and pricing pressure for certain product lines.
Previous report
◦Higher underutilization costs during the Predecessor and Successor periods of fiscal 2026, related to the achievement of production readiness at our Siler City Fab, which expanded our capacity, and at our Durham materials facility related to lower factory loadings as we rebalance supply to match weaker end market demand. Prior to the substantial completion of the facility in late fiscal 2025, these costs were included in start-up costs. We expect to continue to incur significant underutilization costs until market demand for our products meets or exceeds our production capacity.
Previous report
◦$23 million of additional product costs related to fair value step-ups on work-in-progress and finished goods recorded upon adoption of fresh start accounting, which was fully recognized as the products were sold in the Successor period ended March 29, 2026.
Previous report
◦$29 million of additional amortization expenses related to the recognition of developed technology and changes in the fair value of other intangibles upon the adoption of fresh start accounting, recognized in the Successor period ended March 29, 2026.
Previous report
◦Specific reserves and inventory write-offs related to obsolete products as well as the planned shutdown of our 150mm Durham Fab completed in the Successor period.
Previous report
◦The items above were partially offset by lower restructuring and closure-related charges related to our headcount reduction and facility closure and consolidation plan initiated during the first quarter of fiscal 2025 (the "2025 Restructuring Plan"), as well as lower depreciation expense in the Successor period attributable to the fair value adjustments to property, plant, and equipment as part of our adoption of fresh start accounting. Refer to Note 3, "Fresh Start Accounting" and Note 15, "Restructuring," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information.
Previous report
•Research and Development -The changes in research and development costs were attributable to expected decreases in wafer spend from product transfers and technology qualifications, related to the timing of the Mohawk Valley Fab ramp in the prior period, as well as lower personnel costs related to the 2025 Restructuring Plan and the cancellation of unvested stock awards upon emergence from the Chapter 11 Cases. Additionally, the adoption of fresh start accounting reduced depreciation expense by $9 million.
Previous report
•Sales, General & Administrative -The changes in sales, general and administrative expenses were primarily attributable to a decreases in personnel costs related to lower headcount, lower estimated bonus attainment and the cancellation of unvested stock awards upon emergence from the Chapter 11 Cases. Additionally, planned reductions in marketing and outside service spend related to cost optimization efforts.
Previous report
•Factory Start-up Costs - The decrease in start-up costs for the Predecessor and Successor periods of fiscal 2026 related to the attainment of production readiness at the Siler City Fab, described above. These costs are now included within Cost of Revenue, net.
Previous report
•Restructuring and Other Operating Expenses -The changes in restructuring and other operating expenses primarily related to a significant decrease in restructuring and other exit costs compared to the prior period, due to the timing of the 2025 Restructuring Plan and closure of the Farmer's Branch facility in December of fiscal 2025 and the settlement of several legal matters. These decreases were partially offset by a $7 million increase in intangible-related amortization expense during the Successor period, related to the adoption of fresh start accounting. Additionally, we incurred higher project, transformation, and transaction costs which primarily includes certain personnel and professional service costs related to the implementation of the Chapter 11 Cases and other internal optimization efforts.
Previous report
•Reorganization Items, net -The increase in reorganization items, net related to the filing and subsequent emergence from our Chapter 11 Cases during the Predecessor period of fiscal 2026, and primarily consisting of professional fees, gain on settlement of liabilities subject to compromise, and fair value adjustments related to the adoption of fresh start accounting.
Previous report
•Interest Expense, net -The changes in interest expense, net primarily related to the Chapter 11 Cases. Certain payments made prior to the Effective Date that would have otherwise been presented as Interest expense, were considered adequate protection payments and presented in Reorganization items, net. Furthermore, after the Effective Date, interest expense was lower than the prior period as a result of a decrease in outstanding debt obligations upon emergence from the Chapter 11 Cases.
Previous report
•Non-Operating Income/Expense -The changes in non-operating income, net primarily related to the remeasurement of certain liability-classified derivatives in the Successor period, as further described in Note 3, "Fresh Start Accounting," and Note 9, "Fair Value of Financial Instruments," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report. The gains from mark-to-market adjustments on the liability-classified derivatives were partially offset by lower interest income attributable to lower average cash balances and less favorable yields.
Previous report
•Income Tax Expense -The changes in income tax expense for the period primarily related to the income tax-related impacts of the Chapter 11 Cases and adoption of fresh start accounting.
Previous report
On September 29, 2025, we emerged from the Chapter 11 Cases. On the Effective Date, we issued new secured financing in an aggregate amount of $2.1 billion, consisting of (i) new Senior Secured Notes due 2030 (the "New Senior Secured Notes") in an aggregate principal amount of $1.3 billion, (ii) 7%/12% second lien senior secured PIK toggle notes due 2031 (the "New 2L Non-Convertible Notes") in an aggregate principal amount of $296.4 million, (iii) new 2.5% Convertible Second-Lien Senior Secured Notes due 2031 in an aggregate principal amount of $203.6 million to Renesas (the "New 2L Renesas Convertible Notes") and (iv) new 2.5% Convertible Second-Lien Senior Secured Notes due 2031 (the "New 2L Non-Renesas Convertible Notes") in an aggregate principal amount of $331.4 million, including the payment of the $30.25 million under the Rights Offering Backstop Commitment Agreement, dated June 22, 2025, between the Company, the rights offering backstop parties and the rights offering backstop parties thereto.
Previous report
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 common stock and pre‑funded warrants to purchase shares of common stock, resulting in aggregate gross proceeds of approximately $96.9 million. On March 19, 2026, the Company also entered into a separate, privately negotiated issuance of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the “1.5L Convertible Notes”) in an aggregate principal amount of $379.0 million. The aggregate gross proceeds from these transactions were used to repurchase $475.9 million aggregate principal amount of the New Senior Secured Notes, which the total payment of $524.3 million included a make‑whole premium funded by the Company and accrued and unpaid interest.
Previous report
Under the terms of the Restructuring Support Agreement and the Plan, following the emergence from the Chapter 11 Cases, we reduced our overall debt by approximately 70%, or $4.6 billion. Following the paydown of the New Senior Secured Notes during the third quarter of fiscal 2026, we reduced our total debt by approximately $97 million and lowered our annual interest expense by an estimated $62 million. We expect that our current operating forecast over the next 12 months will allow us to maintain operations and meet our obligations to customers, vendors and employees in the ordinary course of business.
Previous report
•professional service fees associated with our Chapter 11 Cases;
Previous report
•implementation of the restructuring plans described in Note 15, "Restructuring," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report; and
Previous report
•repayments of principal for New Senior Secured Notes.
Previous report
•normal recurring operating expenses;
Reworded paragraphs (27)
Previous wording
Information set forth in this Quarterly Report on Form 10-Q (this "Quarterly Report") contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All information contained in this report relative to future markets for our products, trends in and anticipated levels of revenue, gross margins and expenses, and ability to access funding as well as other statements containing words such as “believe,” “project,” “may,” “will,” “anticipate,” “target,” “plan,” “estimate,” “expect” and “intend” and other similar expressions constitute forward-looking statements. These forward-looking statements are subject to business, economic and other risks and uncertainties, both known and unknown, and actual results may differ materially from those contained in the forward-looking statements. Any forward-looking statements we make are as of the date made, and except as required under the U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission (the "SEC"), we have no duty to update them if our views later change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Quarterly Report. Examples of risks and uncertainties that could cause actual results to differ materially from historical performance and any forward-looking statements include, but are not limited to, those described in “Risk Factors” in Part II, Item 1A of this Quarterly Report.
Current wording
Information set forth in this Quarterly Report on Form 10-Q (this "Quarterly Report") contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All information contained in this report relative to future markets for our products, trends in and anticipated levels of revenue, gross margins and expenses, and ability to access funding, including the expected terms, timing and consummation of the conditional debt financing contemplated by our commitment letter with the U.S. Department of War, as well as other statements containing words such as “believe,” “project,” “may,” “will,” “anticipate,” “target,” “plan,” “estimate,” “expect” and “intend” and other similar expressions constitute forward-looking statements. These forward-looking statements are subject to business, economic and other risks and uncertainties, both known and unknown, and actual results may differ materially from those contained in the forward-looking statements. Any forward-looking statements we make are as of the date made, and except as required under the U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission (the "SEC"), we have no duty to update them if our views later change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Quarterly Report. Examples of risks and uncertainties that could cause actual results to differ materially from historical performance and any forward-looking statements include, but are not limited to, those described in “Risk Factors” in Part II, Item 1A of this Quarterly Report and in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 28, 2026.
Previous wording
On June 30, 2025 (the “Petition Date”), Wolfspeed, Inc. (the "Company," "we," "us," or "our") and its wholly owned subsidiary, Wolfspeed Texas LLC (together with the Company, the “Debtors”), voluntarily filed petitions (the "Chapter 11 Cases") for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) 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).
Current wording
On June 30, 2025, the Company and its wholly owned subsidiary, Wolfspeed Texas LLC, voluntarily filed petitions (the "Chapter 11 Cases") for relief under Chapter 11 of the United States 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).
Previous wording
The Chapter 11 filings, including the Plan and the Disclosure Statement filed on June 30, 2025, were intended to facilitate a comprehensive balance sheet restructuring pursuant to a Restructuring Support Agreement (the “Restructuring Support Agreement”) executed on June 22, 2025, with key stakeholders, including (i) holders of more than 97% of the Company’s Senior Secured Notes due 2030 (the "Existing Senior Secured Notes"), (ii) holders of more than 67% of the Company’s outstanding 1.75% Convertible Senior Notes due 2026, 0.25% Convertible Senior Notes due 2028, and 1.875% Convertible Senior Notes due 2029 (collectively, the “Convertible Notes”), and (iii) Renesas Electronics America Inc. (“Renesas”).
Current wording
The Chapter 11 filings, including the Plan and the Disclosure Statement filed on June 30, 2025, were intended to facilitate a comprehensive balance sheet restructuring pursuant to a Restructuring Support Agreement executed on June 22, 2025, with key stakeholders, including (i) holders of more than 97% of the Company’s Senior Secured Notes due 2030, (ii) holders of more than 67% of the Company’s outstanding 1.75% Convertible Senior Notes due 2026, 0.25% Convertible Senior Notes due 2028, and 1.875% Convertible Senior Notes due 2029, and (iii) Renesas Electronics America Inc. (“Renesas”).
Previous wording
On September 8, 2025, the Court entered the Order (I) Approving the Disclosure Statement, (II) Confirming Joint Prepackaged Chapter 11 Plan of Reorganization of Wolfspeed, Inc. and Its Debtor Affiliate, and (III) Approving Entry into the Backstop Agreement (Docket No. 285) (the “Confirmation Order”), which, among other things, confirmed the Plan.
Current wording
On September 8, 2025, the Bankruptcy Court entered the Order (I) Approving the Disclosure Statement, (II) Confirming Joint Prepackaged Chapter 11 Plan of Reorganization of Wolfspeed, Inc. and Its Debtor Affiliate, and (III) Approving Entry into the Backstop Agreement (Docket No. 285), which, among other things, confirmed the Plan.
Previous wording
On September 29, 2025 (the "Effective Date"), the Company emerged from the Chapter 11 Cases upon all the conditions to the effectiveness of the Plan being satisfied or waived and the Plan becoming effective. Refer to Note 1, "Basis of Presentation and New Accounting Standards" and Note 2, “Emergence from Voluntary Reorganization under Chapter 11,” to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information.
Current wording
On September 29, 2025 (the "Effective Date"), the Company emerged from the Chapter 11 Cases upon all the conditions to the effectiveness of the Plan being satisfied or waived and the Plan becoming effective. Refer to Note 1, "Basis of Presentation and New Accounting Standards" to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information.
Previous wording
Upon the Company’s emergence from the Chapter 11 Cases, the Company adopted fresh start accounting, which resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after the Effective Date are not comparable with the consolidated financial statements on or before that date. Refer to Note 3, “Fresh Start Accounting,” to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information.
Current wording
Upon the Company’s emergence from the Chapter 11 Cases, the Company adopted fresh start accounting, which resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after the Effective Date are not comparable with the consolidated financial statements on or before that date.
Previous wording
•Overall Demand for Products and Applications Using Our Wolfspeed Materials and Devices. Our potential for growth depends significantly on the continued adoption of silicon carbide materials and device products in the power market, and our ability to adapt to evolving competitive dynamics to retain and grow market share for these applications. We have been experiencing softening demand for our products and continued price pressure in certain applications. We continue to expect increased mid- and long-term demand growth, however the timing and extent of these increases remains uncertain. We also continue to explore opportunities to expand adoption of our products in new and growing industries, such as AI data centers, grid modernization and renewable energy and storage.
Current wording
•Overall Demand for Products and Applications Using Our Wolfspeed Materials and Devices. Our potential for growth depends significantly on the continued adoption of silicon carbide and gallium nitride ("GaN") materials and device products in the power market, and our ability to adapt to evolving competitive dynamics to retain and grow market share for these applications. We have been experiencing softening demand for some of our products and continued price pressure in certain applications. We continue to expect increased mid- and long-term demand growth, however the timing and extent of these increases remains uncertain. We also continue to explore opportunities to expand adoption of our products in new and growing industries, such as AI data centers, grid modernization and renewable energy and storage, as well as aerospace and defense.
Previous wording
We believe we are uniquely positioned as a vertically integrated supplier of U.S.-made silicon carbide products in the global semiconductor industry. We are currently focused on three key priorities:
Current wording
We believe we are uniquely positioned as a vertically integrated supplier of U.S.-made silicon carbide products in the global semiconductor industry. We are currently focused on four key priorities:
Previous wording
Beginning on the Effective Date, we adopted fresh start accounting, which resulted in a new basis of accounting and we became a new entity for financial reporting purposes. As a result of the adoption of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after September 29, 2025 are not comparable with the consolidated financial statements on or prior to that date. Refer to Note 3, "Fresh Start Accounting," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details.
Current wording
Beginning on the Effective Date, we adopted fresh start accounting, which resulted in a new basis of accounting and we became a new entity for financial reporting purposes. As a result of the adoption of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after September 29, 2025 are not comparable with the consolidated financial statements on or prior to that date. Refer to Note 1, "Basis of Presentation and New Accounting Standards," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details.
Previous wording
•Net sales of our Materials Product offerings decreased primarily due to lower volumes as our substrate customers continue to adjust the timing and size of their orders to rebalance supply to match weaker end market demand. There has also continued to be volatility in the timing and pricing of our materials orders.
Current wording
•Net revenue of our Materials Product offerings decreased primarily due to lower volumes and pricing pressures as our substrate customers continue to adjust the timing and size of their orders to rebalance supply to match end market demand.
Previous wording
In addition to lower revenues and the impact of changes in sales mix between our Power and Materials products, the primary drivers of the $18 million increase in gross loss for the three months ended March 29, 2026 compared to the three months ended March 30, 2025 included the following:
Current wording
The primary drivers of the $85 million decrease in Cost of revenue, net and the $43 million decrease in gross loss and the increase in gross margins for the three months ended September 27, 2026 compared to the three months ended September 28, 2025 included the following:
Previous wording
•$11 million decrease in restructuring and other closure-related costs, including accelerated depreciation and shutdown-related excess capacity charges. Refer to Note 15, "Restructuring," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information; and
Current wording
•$18 million decrease in restructuring and other closure-related costs, including accelerated depreciation and shutdown-related excess capacity charges. Refer to Note 13, "Restructuring," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information;
Previous wording
•$35 million decrease in depreciation expense primarily related to the adoption of fresh start accounting partially offset by $14 million increase in intangible-related amortization expense presented in Cost of revenue, net, related to additional intangible assets recognized upon adoption of fresh start accounting.
Current wording
•$52 million decrease in depreciation expense primarily related to the adoption of fresh start accounting, partially offset by a $13 million increase in intangible-related amortization expense presented in Cost of revenue, net, related to additional intangible assets recognized upon adoption of fresh start accounting; and
Previous wording
The $15 million decrease in research and development expenses for the three months ended March 29, 2026 compared to three months ended March 30, 2025, was primarily due to:
Current wording
The $4 million decrease in research and development expenses for the three months ended September 27, 2026 compared to the three months ended September 28, 2025, was primarily due to lower depreciation expense, primarily from the adoption of fresh start accounting.
Previous wording
The $4 million decrease in sales, general and administrative expenses for the three months ended March 29, 2026 compared to the three months ended March 30, 2025 was primarily due to:
Current wording
The $2 million increase in sales, general and administrative expenses for the three months ended September 27, 2026 compared to the three months ended September 28, 2025 was primarily due to:
Previous wording
The decrease in Restructuring and other operating expenses during the three months ended March 29, 2026 compared to the three months ended March 30, 2025, was primarily driven by a decrease in restructuring charges related to our headcount reduction and facility consolidation plans, the settlement of several ongoing legal matters and a $4 million increase in amortization expense, related to intangible assets recognized upon adoption of fresh start accounting.
Current wording
The decrease in Restructuring and other expenses during the three months ended September 27, 2026 compared to the three months ended September 28, 2025, was primarily driven by a decrease in project, transformation and transaction costs and a decrease in restructuring charges related to our headcount reduction and facility consolidation plans, partially offset by an increase in idle facility costs and a $4 million increase in amortization expense, related to intangible assets recognized upon adoption of fresh start accounting.
Previous wording
Refer to Note 11, "Long-term Debt," for additional information on our debt obligations, Note 16, "Stockholders' Equity and Pre-Funded Warrants" for additional information on the Securities Purchase Agreement and Note 1, "Basis of Presentation and New Accounting Standards," Note 2 "Emergence from Voluntary Reorganization under Chapter 11," and Note 3, "Fresh Start Accounting," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information on our Chapter 11 Cases and the adoption of fresh start accounting.
Current wording
Refer to Note 9, "Long-term Debt," for additional information on our debt obligations, and Note 1, "Basis of Presentation and New Accounting Standards," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information on our Chapter 11 Cases and the adoption of fresh start accounting.
Previous wording
The net increase in cash and cash equivalents and short term investments of $209 million between March 29, 2026 and June 29, 2025 was primarily driven by cash flows from the following activities:
Current wording
The net decrease in cash and cash equivalents and short-term investments of $93.5 million between September 27, 2026 and June 28, 2026 was primarily driven by cash flows from the following activities:
Previous wording
2025 (Predecessor) and the period from September 30, 2025 to March 29, 2026 (Successor) compared to the nine months ended March 30, 2025, decreased by approximately $320 million. This decrease was primarily driven by lower interest payments due to the Chapter 11 Cases, the timing of severance payments, decreases in payroll and other operating costs attributable to our restructuring initiatives, mark-to-market adjustments on the liability-classified derivatives and favorable changes in working capital, partially offset by higher professional service costs attributable to the Chapter 11 Cases.
Current wording
•Operating activities— Cash used in operating activities results from net loss adjusted for certain non-cash items and changes in assets and liabilities. Cash used in operating activities for the three months ended September 27, 2026 compared to the three months ended September 28, 2025, increased by approximately $90 million. This increase was primarily driven by higher interest payments from the emergence from Chapter 11 bankruptcy as interest payments were paused during the three months ended September 28, 2025, the timing of severance payments and unfavorable changes in working capital, partially offset by decreases in payroll and other operating costs attributable to our restructuring initiatives and professional fees attributable to the Chapter 11 Cases.
Previous wording
•Investing activities— Investing cash flows consist primarily of capital expenditures and short-term investment activity. Cash provided by investing activities for the period from June 30, 2025 to September 29, 2025 (Predecessor) and the period from September 30, 2025 to March 29, 2026 (Successor) compared to the nine months ended March 30, 2025 increased by $967 million, primarily attributable to a planned decrease in gross capital expenditures and the receipt of approximately $733 million in Advanced Manufacturing Investment Credit refundable tax credits, New York State Grants related to the Mohawk Valley Fab and other government tax credits. Additional increases in cash proceeds received from the disposal of non-core buildings and equipment and the MACOM Shares were primarily offset by lower proceeds from the net sale and maturity of short-term investments.
Current wording
•Investing activities— Investing cash flows consist primarily of capital expenditures and short-term investment activity. Cash used in investing activities for the three months ended September 27, 2026 compared to the three months ended September 28, 2025 increased by $217 million, primarily attributable to an increase in net purchases of short-term investments and a reduction in cash proceeds from the sale of the MACOM Shares during the three months ended September 27, 2026, partially offset by a planned decrease in gross capital expenditures of $93 million.
Previous wording
•Financing activities — Financing cash flows consist primarily of debt transactions and debt-related payments related to the Chapter 11 Cases, tax payments related to the net share settlement of restricted stock units, and proceeds from the exercise of options to acquire common stock. Net cash used in financing activities for the period from June 30, 2025 to September 29, 2025 (Predecessor) and the period from September 30, 2025 to March 29, 2026 (Successor), compared to the nine months ended March 30, 2025 increased by $745 million, primarily attributable to $1,025 million used in fiscal 2026 to repay our pre- and post-bankruptcy senior secured notes, per the terms of those agreements and the Chapter 11 claims settlements partially offset by a net increase of approximately $307 million in cash proceeds received from debt issuances and the proceeds from the Securities Purchase Agreement.
Current wording
•Financing activities — Financing cash flows consist primarily of debt transactions and debt-related payments related to the Chapter 11 Cases, tax payments related to the net share settlement of restricted stock units, and proceeds from the exercise of options to acquire common stock. Net cash used in financing activities for the three months ended September 27, 2026 compared to the three months ended September 28, 2025 decreased by $38 million, primarily attributable to the presentation of interest-like payments being classified as adequate protection payments, in accordance with ASC 852, during the three months ended September 28, 2025, due to the Chapter 11 Cases.
Previous wording
Cash on hand during the first three quarters of fiscal 2026 was primarily used for the following:
Current wording
Cash on hand during the first quarter of fiscal 2027 was primarily used for normal recurring operating expenses.
Previous wording
•receipts from customers and other operating activities; and
Current wording
•receipts from customers and other operating activities;
Previous wording
The initial phases of our major expansion projects at the Mohawk Valley Fab and the Siler City Fab were substantially completed as of late fiscal 2025. Consequently, our gross capital investment has continued and is expected to continue to decrease significantly during fiscal 2026. We also believe our ability to modulate capital investment up or down in response to expected production capacity demand requirements will continue to increase. We also continue to actively pursue opportunities for federal funding, including but not limited to awards that may be made available through the CHIPS and Science Act or other programs, including the recently established United States Investment Accelerator Office ("federal funding opportunities").
Current wording
The initial phases of our major expansion projects at the Mohawk Valley Fab and the Siler City Fab were substantially completed as of late fiscal 2025. Consequently, our gross capital investment has decreased significantly and we expect modest spend during fiscal 2027. We believe our ability to modulate capital investment up or down in response to expected production capacity demand requirements will continue to increase. We also continue to actively pursue opportunities for federal funding, including the Expected U.S. Government Transaction (described below).
Previous wording
We will continue to have take-or-pay inventory supplier agreements that require a minimum of $165 million of purchases over the next four years, as outlined further in Note 7, "Commitments and Contingencies," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report. We will also be required to purchase electricity for our facility in Siler City, North Carolina and
Current wording
We will continue to have take-or-pay inventory supplier agreements that require a minimum of $173 million of purchases over the next six years, as outlined further in Note 5, "Commitments and Contingencies," to our consolidated financial statements in Part I, Item 1 of this Quarterly Report. We also are required to purchase electricity for our facilities in Siler City, North Carolina and Durham, North Carolina under a long-term electricity supply agreement with minimum volume and spend requirements of approximately $53 million over the next 3 years and approximately $22 million over the next 7 years.
Previous wording
The Company has entered into an agreement with a supplier for equipment that has not yet been delivered or accepted by the Company. 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.
Current wording
We have entered into an agreement with a supplier for equipment that has not yet been delivered or accepted by us. While we have not accepted delivery of the equipment and, therefore, the arrangement has not commenced as a lease under ASC 842, we are contractually obligated to make monthly payments of $0.2 million for the next 178 months.
Previous wording
For information on critical accounting policies and estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2025 Form 10-K. Refer to Note 1, "Basis of Presentation and New Accounting Standards", Note 2 "Emergence from Voluntary Reorganization under Chapter 11", and Note 3 "Fresh Start Accounting" for additional information about critical accounting policies and estimates during fiscal 2026.
Current wording
For information on critical accounting policies and estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2026 Form 10-K. Refer to Note 1, "Basis of Presentation and New Accounting Standards" for additional information about critical accounting policies and estimates during fiscal 2027.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
References to “Successor” or “Successor Company” relate to the financial position and results of operations of the Company after the Effective Date. References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of the Company on or before the Effective Date.
Previous report — wording carried elsewhere
•$5 million attributable to lower depreciation expense primarily from the adoption of fresh start accounting.
Previous report — wording carried elsewhere
•Operating activities— Cash used in operating activities results from net (loss) income adjusted for certain non-cash items and changes in assets and liabilities. Cash used in operating activities for the period from June 30, 2025 to September 29,
Previous report — wording carried elsewhere
Durham, North Carolina under a long-term electricity supply agreement with minimum volume and spend requirements of approximately $57 million over the next 4 years and approximately $23 million over the next 8 years, respectively.