WOLFSPEED, INC.

Note 1 –Basis of Presentation and New Accounting Standards

Overview

Wolfspeed, Inc. (the "Company") is an innovator of wide bandgap semiconductors, focused on silicon carbide materials and devices for power applications. The Company’s product families include silicon carbide materials and power devices targeted for various applications in the Automotive domains including electric vehicles and fast charging, as well as existing and emerging applications in the Industrial & Energy domain such as AI data centers, grid modernization and renewable energy and storage, as well as aerospace and defense.

Upon the Company’s emergence from the Chapter 11 Cases (as defined below) on September 29, 2025, the first day of the second quarter of fiscal 2026 (the "Effective Date"), the Company adopted fresh start accounting, which resulted in a new basis of accounting, and the Company becoming a new entity for financial reporting purposes. References to “Successor” relate to the financial position and results of operations of the Company after the Effective Date. References to “Predecessor” refer to the financial position and results of operations of the Company on or before the Effective Date.

Due to the lack of comparability with historical consolidated financial statements, the Company’s unaudited consolidated financial statements and related footnotes are presented with a “black line” that separates the Predecessor and Successor periods to emphasize the lack of comparability between amounts presented after the Effective Date and amounts presented for all prior periods.

The Successor’s financial results for future periods following the adoption of fresh start accounting will be different from historical trends and the differences may be material. All estimates, assumptions, valuations and financial projections related to fresh start accounting, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond the Company’s control. Accordingly, no assurances can be provided that the estimates, assumptions, valuations or financial projections will be realized, and actual results could vary materially.

Basis of Presentation

The consolidated financial statements presented herein have been prepared by the Company and have not been audited. In the opinion of management, all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations, comprehensive loss, stockholders' equity and cash flows at September 27, 2026, and for all periods presented, have been made. All intercompany accounts and transactions have been eliminated. The consolidated balance sheet at June 28, 2026 has been derived from the audited financial statements as of that date.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026 (the "2026 Form 10-K"). The results of operations for the three months ended September 27, 2026, are not necessarily indicative of the operating results that may be attained for the entire fiscal year ending June 27, 2027 ("fiscal 2027").

Summary of Significant Accounting Policies

There were no material changes to the Company's significant accounting policies during the three months ended September 27, 2026, compared to the significant accounting policies described in the 2026 Form 10-K.

Chapter 11 Cases

As previously disclosed, on June 30, 2025 (the “Petition Date”), the Company and its wholly owned subsidiary, Wolfspeed Texas LLC ("Wolfspeed Texas," and together with the Company, the “Debtors”), voluntarily filed petitions (the "Chapter 11 Cases") for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) to implement a prepackaged Chapter 11 plan of reorganization (the "Plan"). The Chapter 11 Cases were administered jointly under the caption In re Wolfspeed, Inc., et al, case number 25-90163 (CML).

The filings in the Chapter 11 Cases, 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 (the "Prior 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, and (iii) Renesas Electronics America Inc. (“Renesas”).

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.

On the Effective Date, the Company emerged from the Chapter 11 Cases as all the material conditions to the effectiveness of the Plan were satisfied or waived and the Plan became effective, and after the Effective Date the Company was no longer a debtor-in-possession.

Debtor-In-Possession

During the period between the Petition Date and the Effective Date, the Company applied Accounting Standards Codification ("ASC") Topic 852: Reorganizations ("ASC 852") in preparing the unaudited consolidated financial statements and was a debtor-in-possession.

The Bankruptcy Court approved "first day" orders filed by the Debtors that were designed primarily to mitigate the impact of the Chapter 11 Cases on the Company’s operations, customers, and employees. In general, as debtors-in-possession under the Bankruptcy Code, the Debtors were authorized to continue to operate as an ongoing business, but could not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day orders filed with the Bankruptcy Court, the Bankruptcy Court authorized the Debtors to conduct their business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing the Debtors’ ability to: (i) retain and compensate professionals used in the ordinary course of business; (ii) pay prepetition wages, salaries, employee benefits and other compensation; (iii) maintain employee benefits programs and pay related obligations; (iv) pay certain prepetition taxes and fees; (v) continue existing cash management system, maintain existing business forms, and continue intercompany transactions; (vi) use cash collateral; (vii) continue insurance programs and pay all obligations; (viii) honor prepetition obligations to customers and continue customer programs; and (ix) pay prepetition trade claims.

Reorganization Items, Net

ASC 852 requires the financial statements, for periods subsequent to the commencement of the Chapter 11 Cases, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses, realized gains and losses and provisions for losses that were realized or incurred during and directly related to the Chapter 11 Cases, including professional fees, valuation adjustments to allowed claims, gains on liabilities subject to compromise, and fair value adjustments related to the adoption of fresh start accounting were recorded as "Reorganization items, net", within the Company's accompanying unaudited consolidated statements of operations for the three months ended September 28, 2025.

Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the Consolidated Statements of Operations. The table below presents the reorganization items as a result of the Chapter 11 Cases during the periods presented:

Fresh Start Accounting

The Company adopted fresh-start accounting upon emergence from the Chapter 11 Cases on the Effective Date. For a complete description of the reorganization and fresh-start adjustments, see Note 3, "Emergence from Voluntary Reorganization under Chapter 11," and Note 4, "Fresh Start Accounting," to the audited financial statements included in the 2026 Form 10-K.

Liquidity

As described above, as of the Effective Date, the Company emerged from the Chapter 11 Cases and continues to operate as a viable going concern. The accompanying unaudited consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities in the normal course of business for twelve months following the date of this filing. Upon emergence from the Chapter 11 Cases, the Company significantly improved its liquidity position through a comprehensive restructuring of its capital structure. As part of the

Plan, the Company issued the new debt and equity described in Note 9, "Long-term Debt," which resulted in a reduction of the total debt by approximately 70% compared to the pre-emergence levels. The Company had $995.1 million of cash, cash equivalents and short term investments as of September 27, 2026; under the terms of the New Senior Secured Notes (as defined below), the Company is required to have a minimum cash balance of $350.0 million as of the last day of any calendar month.

The Company has assessed the impact of the current demand environment for its products and its cost structure on the Company's liquidity requirements over the next 12 months. Based on such evaluation, the Company has concluded that the Company will have sufficient liquidity to meet its future cash needs with cash, cash equivalents and short-term investments and cash flows from operations for at least one year after the issuance date of the financial statements, as the restructuring of its debt significantly reduced the amount of outstanding debt and ongoing interest payments, and the restructuring of its operations has further optimized its cost structure.

Segment Information

The Company hasone reportable segment representing the entity as a whole, aligning with the Company's organizational structure and with the way the Company's chief operating decision maker ("CODM"), who is the Company's Chief Executive Officer, makes operating decisions, allocates resources, and manages the growth and profitability of the Company.

The CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance. Net income is also used to monitor budget versus actual results, forecasted information and in competitive analysis. The CODM regularly reviews income and expense items at the consolidated company (reporting segment) level and uses net income to evaluate whether and how to reinvest profits into the entity’s operations, stockholder return, acquisitions or otherwise. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net income are "Restructuring and other expenses", "Interest expense, net", "Non-operating income, net" and "Income tax expense". These income and expense items are included on the Consolidated Statements of Operations and in the Company's notes to the Consolidated Financial Statements. The CODM reviews segment assets at the same level or category as presented on the consolidated balance sheet.

Financial Statement Details

Inventories

Cost of revenue, net included inventory write-downs of approximately $6.1 million during the three months ended September 27, 2026, primarily related to a gross increase of new reserves. Cost of revenue, net included inventory write-downs of approximately $29.0 million during the three months ended September 28, 2025, primarily related to increases in specific reserves related to obsolete, customer-specific inventory the Company no longer intends to use.

Other Current Assets

Investment Tax Credit Receivable

The Company is generally eligible for the Advanced Manufacturing Investment Credit ("AMIC"). The AMIC is a refundable federal tax credit provided under Section 48D of the Internal Revenue Code of 1986, as amended (the "Code"), which was enacted by the CHIPS and Science Act of 2022 (the "CHIPS Act"). During fiscal 2026, the Company received $698.6 million in cash tax refunds related to fiscal 2025. As of September 27, 2026, the Company has recorded a short-term and long-term receivable of $84.4 million and $112.2 million, respectively.

Other Assets

Accounts Payable and Accrued Expenses

Other Current Liabilities

Other Long-term Liabilities

Gain on Sale of Property and Equipment

During the three months ended September 27, 2026 and September 28, 2025 the Company recognized a gain of $3.2 million and $5.7 million, respectively, primarily from certain equipment sales to customers for equipment that the Company no longer intended to use.

Restructuring and Other Expenses

Non-Operating Income, net

Statements of Cash Flows - Non-Cash Activities

Accounting Pronouncements Pending Adoption

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement (Topic 220): Disaggregation of Income Statement Expenses, to require additional disclosures of certain amounts included in the expense captions presented on the Statements of Operations as well as disclosures about selling expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impacts of adopting this guidance on its financial statement disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset's cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company plans to adopt this pronouncement for its fiscal year beginning June 25, 2029.

Note 2 –Discontinued Operations

RF Business Divestiture

On December 2, 2023 (the "RF Closing"), the Company completed the sale of its Radio Frequency ("RF") product line (the "RF Business") to MACOM Technology Solutions Holdings, Inc. ("MACOM") pursuant to the terms of the previously reported Asset Purchase Agreement (the "RF Purchase Agreement"). Pursuant to the RF Purchase Agreement, the Company received approximately $75 million in cash and 711,528 shares of MACOM common stock (the "MACOM Shares").

In connection with the divestiture of the RF Business, MACOM was entitled to assume control of the Company’s 100mm gallium nitride ("GaN") wafer fabrication facility in Research Triangle Park, North Carolina (the "RTP Fab") approximatelytwo years following the RF Closing (the "RTP Fab Transfer"). On July 25, 2025, the Company and MACOM completed the RTP Fab Transfer, as contemplated by the RF Purchase Agreement, and MACOM assumed control of the RTP Fab. At such time, the transfer restrictions and risk of forfeiture for the MACOM Shares lapsed and the Master Supply Agreement between the parties (the "RF Master Supply Agreement") terminated pursuant to its terms. Additionally, the Company derecognized assets and liabilities related to the remaining rights and obligations under the RF Master Supply Agreement. In connection with the RTP Fab Transfer, the Company recognized a gain of $25.4 million within "Non-operating income, net" during the three months ended September 28, 2025. In connection with the RTP Fab Transfer, the Long-term Epi Supply Agreement between the parties commenced. At the time of the divestiture, the Company recorded a liability for the Long-term Epi Supply Agreement of $58.0 million, which was remeasured to $72.4 million upon the adoption of fresh start accounting. The amounts outstanding under the Long-term Epi Supply Agreement were $56.7 million and $59.6 million as of September 27, 2026 and June 28, 2026, respectively. The decrease in the balance of the liability was recognized as revenue in the Consolidated Statements of Operations. The supply agreement liability is recognized in Other current liabilities and other long-term liabilities on the consolidated balance sheets.

On September 8, 2025, the Company completed the sale of the MACOM Shares received in connection with the sale of the RF Business for $91.1 million, net of transaction costs, of which approximately $30.3 million was distributed to holders of the Prior Senior Secured Notes upon emergence from the Chapter 11 Cases.

Note 3 –Revenue Recognition

Contract liabilities and distributor-related reserves were $62.9 million as of September 27, 2026 and $65.4 million as of June 28, 2026. Contract liabilities are recorded within Contract liabilities and distributor-related reserves and Other long-term liabilities on the consolidated balance sheets.

For the three months ended September 27, 2026 and September 28, 2025, the Company recognized $5.8 million and $1.2 million, respectively, in revenue from contract liability balances.

Product Line Revenue

The Company's continuing operations sell products from withintwo product lines: Power Products and silicon carbide and GaN materials ("Materials Products"). Revenue from thesetwo product lines is as follows:

Geographic Information

The Company conducts business in several geographic areas. Revenue is attributed to a particular geographic region based on the shipping address for the products. Disaggregated continuing operations revenue from external customers by geographic area is as follows:

(1) Includes Mainland China and the Hong Kong Special Administrative Region.

(2) Excluding China, Japan and Singapore.

Note 4 –Leases

Balance Sheet

Lease assets and liabilities are as follows:

(1) Within other assets on the consolidated balance sheets.

(2) Within other current liabilities on the consolidated balance sheets.

(3) Within other long-term liabilities on the consolidated balance sheets.

(4) Within property and equipment, net on the consolidated balance sheets.

(5) Within finance lease liabilities on the consolidated balance sheets.

(6) Within finance lease liabilities - long term on the consolidated balance sheets.

Statements of Operations

Interest expense for finance leases was immaterial for all periods presented.

Cash Flows

Cash flow information consisted of the following(1):

(1) See Note 1, "Basis of Presentation and New Accounting Standards," for non-cash activities related to leases.

Lease Liability Maturities

Maturities of operating and finance lease liabilities as of September 27, 2026 were as follows:

Supplemental Disclosures

Remaining weighted average lease terms and discount rate operating and finance lease liabilities as of September 27, 2026 were as follows:

(1) Weighted average remaining lease term of finance leases without the 49-year ground lease is 24 months.

(2) Weighted average discount rate of finance leases without the 49-year ground lease is 10.32%.

Note 5 –Commitments and Contingencies

Litigation

The Company is currently a party to various legal proceedings, including the case described below. While management presently believes that the ultimate outcome of such proceedings, individually and in the aggregate, will not materially harm the Company’s financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages or, in matters for which injunctive relief or other conduct remedies may be sought, an injunction prohibiting the Company from selling one or more products at all or in particular ways. Were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact on the Company’s business, results of operations, financial position and overall trends. The outcomes in these matters are not reasonably estimable.

On November 15, 2024, the Company and certain of its former executive officers were named as defendants (“Defendants”) in a securities class action lawsuit captioned Gary Zagami v Wolfspeed, Inc., et al., Case No. 6:24-cv-01395, which was filed in the United States District Court for the Northern District of New York. The complaint alleges that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 promulgated thereunder by making false and/or misleading statements between August 16, 2023 and November 6, 2024 in connection with the operational status, profitability, and growth potential of the Mohawk Valley fabrication facility, among other things. The complaint seeks unspecified compensatory damages and other relief. On January 8, 2025 and January 13, 2025, respectively, stockholders filedtwo additional lawsuits regarding the same matters and against the same Defendants—Maizner v. Wolfspeed, Inc., et al. (No. 6:25-cv-00046) and Ferreira v. Wolfspeed, Inc., et al. (No. 6:25-CV-00062)—in the U.S. District Court for the Northern District of New York, which consolidated the Zagami, Maizner, and Ferreira actions and appointed co-lead plaintiffs and co-lead counsel on February 24, 2025. Co-lead plaintiffs filed an amended complaint on May 5, 2025. The action was subsequently transferred from the U.S. District Court for the Northern District of New York to the Middle District of North Carolina. Defendants moved to dismiss the amended complaint on February 20, 2026. Briefing concluded on June 5, 2026, and the court held oral arguments on July 20, 2026. On August 12, 2026, the District Judge granted Defendants' motion to dismiss without prejudice and entered judgment dismissing the amended complaint in its entirety. On September 11, 2026, co-lead plaintiffs filed a notice of appeal from the district court's August 12, 2026 judgment. On October 14, 2026, Defendants filed a motion for extension of the briefing schedule, which was granted. The plaintiffs' opening brief will be due on December 9, 2026 with Defendants' response due February 8, 2027.

The Company intends to vigorously defend against the claims in the above-referenced class action.

The Company is also pursuing claims for damages arising from alleged patent infringement, including the case described below.

The Company filed a complaint for patent infringement against Navitas Semiconductor Corp., Navitas Semiconductor Ireland, LLC, GeneSic Semiconductor LLC, and Navitas Semiconductor USA, Inc. (collectively, "Navitas") on July 7, 2026 in the United States District Court for the District of Delaware. The complaint seeks injunctive relief and damages for infringement offive U.S. patents owned by the Company (U.S. Patent No. 8,169,005, U.S. Patent No. 10,998,418, U.S. Patent No. 10,886,396, U.S. Patent No. 10,749,443 and U.S. Patent No. 11,888,392) by Navitas' GaN-based FET products and SiC-based products. On August 28, 2026, Navitas filed a motion to dismiss the case for failure to state a claim. On September 9, 2026, Navitas filed a motion to transfer the case to the United States District Court for the Central District of California. On September 18, 2026, in response to the motion to dismiss, the Company filed an amended complaint, making Navitas' motion to dismiss moot. On September 23, 2026, the Company filed a brief in opposition to Navitas' motion to transfer, and Navitas filed a reply to Wolfspeed’s opposition response on September 30. On October 9, 2026, Navitas again filed a motion to dismiss, and Wolfspeed responded in opposition to the motion to dismiss on October 23, 2026 to which Navitas’ filed a reply on October 30, 2026. On October 16, 2026, Navitas filed three petitions for reexamination in the United States Patent and Trademark Office (“USPTO”) seeking the USPTO to reexamine the subject ‘005, ‘396 and ‘392 patents. On October 19, 2026, Navitas filed two petitions for reexamination on the remaining ‘443 and ‘418 patents. On October 27, 2026, Navitas filed a motion to stay the litigation pending the outcomes of the reexaminations. While management believes the claims have merit, the outcome of these matters is inherently uncertain. Therefore, no amounts related to potential recoveries have been reflected in the consolidated financial statements

Supply Commitments and Capacity Deposits

From time to time, the Company may enter into agreements with its suppliers which require the Company to commit to a minimum of product purchases or make capacity reservation deposits.

In fiscal 2023, the Company entered into an agreement with a supplier which required a minimum commitment of product purchases on a take-or-pay basis of $200.0 million over the life of the contract. During the first quarter of fiscal 2027, the Company entered into a second amendment to the agreement to extend the term of the contract through December 31, 2030, resulting in a minimum contract commitment of $234.4 million. During the three months ended September 27, 2026 and September 28, 2025, the Company purchased $5.6 million and $4.4 million, respectively, of product under this agreement. As of September 27, 2026, the remaining minimum annual future contract commitments for the remainder of 2026, 2027, 2028, 2029 and 2030 are $8.3 million, $23.2 million, $29.0 million, $36.0 million and $40.0 million, respectively.

In addition, the Company paid quarterly capacity reservation deposits through the second quarter of fiscal 2026. The capacity reservation deposits totaled $60.0 million and are refundable through credits on future product purchases. As of September 27, 2026, the Company has paid the full $60.0 million in connection with the agreement, $36.6 million of which remains in prepaid expenses and other long-term assets on the consolidated balance sheet.

In fiscal 2024, the Company entered into an agreement with another supplier which requires a minimum commitment of product purchases on a take-or-pay basis of $86.4 million over the life of the contract. During the first quarter of fiscal 2027, the Company amended the agreement to extend the term of the contract through December 2032, resulting in a minimum take-or-pay purchase commitment of $41.4 million due through December 2032. During the three months ended September 27, 2026 and the three months ended September 28, 2025, the Company purchased $4.8 million and $7.2 million, respectively, of product under this agreement which satisfied the minimum future product purchases for the periods. Minimum future product purchases for the remainder of 2026, 2027, 2028, 2029, 2030 and thereafter are $6.0 million, $10.8 million, $9.0 million, $5.4 million, $1.8 million and $3.6 million, respectively.

The Company is also required to purchase electricity for its 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 $53.1 million over the next 3 years and approximately $21.6 million over the next 7 years.

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 178 months.

The Company reviews the terms of all its long-term supply agreements and assesses the need for any accruals for estimated losses on adverse purchase commitments, such as lower of cost or net realizable value adjustments that will not be recovered by future sales prices and the recoverability of assets related to capacity deposits, as necessary.

Note 6 –Investments

All short-term investments are classified as available-for-sale. No allowance for credit losses was recorded as of September 27, 2026.

All short-term investments are classified as available-for-sale. No allowance for credit losses was recorded as of June 28, 2026.

The contractual maturities of short-term investments as of September 27, 2026 were as follows:

Note 7 –Fair Value of Financial Instruments

The Company did not have any financial assets or liabilities requiring the use of Level 3 inputs as of September 27, 2026, except as noted in Note 9, "Long-term debt". There were no transfers between Level 1 and Level 2 during the three months ended September 27, 2026.

The following table sets forth financial instruments carried at fair value within the U.S. GAAP hierarchy:

Note 8 –Intangible Assets

The following table presents the components of intangible assets, net:

Customer relationships, developed technology, and trade names are amortized over their useful lives, which generally range from 5 to 11 years. Patents are amortized using the straight-line method over their estimated period of benefit, which generally range from 0.5 to 23 years. Total intangible assets amortization expenses were $17.6 million for the three months ended September 27, 2026 and $1.0 million for the three months ended September 28, 2025.

Note 9 –Long-term Debt

As of September 27, 2026

(1)Each instrument is as defined in the Plan.

(2)On September 29, 2025, the Company issued the New 2L Non-Renesas Convertible Notes and New 2L Renesas Convertible Notes. The notes bear interest at 2.5% per annum on the outstanding principal, are secured, and are convertible into shares of common stock at a conversion price of $12.23 and $18.35 per share, respectively. During the three months ended September 27, 2026, $10.0 million of New 2L Non-Renesas Convertible Notes were converted into 0.8 million shares of common stock.

(3)ASC Topic 470: Debt (“ASC 470”) presumes that when a convertible debt instrument is issued at a substantial premium compared to the principal amount, the premium should be recognized in equity as paid-in-capital. The excess of the initial carrying amount over par of $168.8 million was recorded to additional paid-in-capital. Approximately 22.4% of the equity component is not related to the outstanding convertible notes due to conversions since issuance date.

(4)The New Senior Secured Notes, New 2L Non-Convertible Notes, New 2L Non-Renesas Convertible Notes and the 1.5L Convertible Notes have a Level 2 fair value level and the New 2L Renesas Convertible Notes have a Level 3 fair value level.

As of June 28, 2026

As of September 27, 2026, the Company was in compliance with all covenants relating to the New Senior Secured Notes, New 2L Non-Convertible Notes, New 2L Non-Renesas Convertible Notes, New 2L Renesas Convertible Notes, and the 1.5L Convertible Notes.

New 1.5L Convertible Notes

On March 26, 2026, the Company entered into the 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the "1.5L Convertible Notes") in a private placement with an aggregate principal balance of $379.0 million. The 1.5L Convertible Notes were issued pursuant to, and are governed by, an indenture (the “1.5L Convertible Notes Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas, as Subsidiary Guarantor, and U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent.

The 1.5L Convertible Notes are guaranteed on a senior basis by the Subsidiary Guarantor, and the 1.5L Convertible Notes and the related guarantee by the Subsidiary Guarantor are senior, secured obligations of the Company and the Subsidiary Guarantor, secured by substantially all assets of the Company and the Subsidiary Guarantor (the “Collateral”). The 1.5L Convertible Notes and related guarantee are effectively subordinated to all secured indebtedness of the Company and the Subsidiary Guarantor that is secured by a lien on the Collateral that is senior or prior to the lien on the Collateral securing the 1.5L Convertible Notes (including obligations under the New Senior Secured Notes) and are effectively senior to all indebtedness of the Company and the Subsidiary Guarantor that is not secured by a lien on the Collateral, or that is secured by a lien ranking junior to the lien on the Collateral securing the 1.5L Convertible Notes (including the 2.5% Convertible Second-Lien Senior Secured Notes due 2031 issued on the Effective Date in an aggregate principal amount of $331.4 million (the "New 2L Non-Renesas Convertible Notes") and the 7%/12% second lien senior secured PIK toggle notes due 2031 issued on the Effective Date in an aggregate principal amount of $296.4 million (the "New 2L Non-Convertible Notes").

The 1.5L Convertible Notes bear cash interest at a rate of 3.5% per year. Interest is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. The 1.5L Convertible Notes mature on March 15, 2031, unless earlier repurchased, redeemed or converted.

The 1.5L Convertible Notes are convertible at the option of the holders at any time (subject to certain limitations) until the close of business on the second scheduled trading day immediately before the maturity date. The initial conversion rate for the 1.5L Convertible Notes is 49.6623 shares of common stock, per $1,000 principal amount of the 1.5L Convertible Notes (which is equivalent to an initial conversion price of approximately $20.14 per share of common stock, which represents a conversion premium of approximately 20.0% over the last reported sale price of $16.78 per share of common stock on the New York Stock Exchange on March 18, 2026). The conversion rate is subject to customary anti-dilution adjustments. Holders of the 1.5L Convertible Notes will be entitled to make-whole adjustments to the conversion rates in the event of a change of control or an optional redemption as described below. Upon conversion, the 1.5L Convertible Notes may be settled in cash, shares of common stock or a combination thereof, at the Company’s election.

The 1.5L Convertible Notes are redeemable, in whole or in part, at the Company’s option for cash at any time, on or after March 20, 2028, and on or before the 35 th scheduled trading day immediately preceding the maturity date, subject to certain conditions. Redemption is permitted only if the last reported sale price of the Company's common stock exceeds (i)175% of the conversion price for specified periods if the redemption date occurs on or before March 19, 2029 or (ii)130% of the conversion price for specified periods if the redemption date occurs on or after March 20, 2029. The redemption price equals 100% of the principal amount of the 1.5L Convertible Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

New Senior Secured Notes

On the Effective Date, pursuant to the Plan, the Prior Senior Secured Notes were discharged and terminated. Holders of any claim on account of the Prior Senior Secured Notes or otherwise arising under the Senior Secured Notes Documents (as defined in the Plan) received their pro rata share of approximately $1.3 billion aggregate principal amount of New Senior Secured Notes due 2030 (the "New Senior Secured Notes").

On the Effective Date, the Company entered into that certain Indenture (the “New Senior Secured Notes Indenture”), by and among the Company, Wolfspeed Texas, as subsidiary guarantor (the “Subsidiary Guarantor”), and U.S. Bank Trust Company, National Association, as the trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), pursuant to which, among other things, the Company issued the New Senior Secured Notes.

The New Senior Secured Notes bear interest, payable quarterly in arrears on March 23, June 23, September 23, and December 23 of each year, (a) for the period from the Effective Date through and including June 22, 2026, at a rate of 9.875% per annum (payable in cash), plus 4.00% per annum (payable in-kind); and (b) for the period commencing on June 23, 2026 and at all times thereafter, (i) if the Interest Rate Step-Down Condition (as described below) is satisfied as of June 23 of the most recent year, at a rate of 13.875% per annum (payable in cash) and (ii) if the Interest Rate Step-Down Condition is not satisfied as of June 23 of the most recent year, at a rate of 15.875% per annum (payable in cash). The Interest Rate Step-Down Condition is met if (a)(i) the Company redeems or repurchases (other than redemptions or repurchases with the proceeds of dispositions) the New Senior Secured Notes, resulting in the aggregate principal amount of New Senior Secured Notes outstanding being less than $1,000,000,000 and (ii) the Company receives at least $450,000,000 of award disbursements pursuant to governmental grants under the CHIPS Act or (b) as of the most recent June 23rd, the ratio of the outstanding principal amount of the New Senior Secured Notes to EBITDA (as defined in the New Senior Secured Notes Indenture) for the most recently ended four fiscal quarter period for which financial statements have been or are required to have been delivered under the New Senior Secured Notes Indenture is less than or equal to 2.00:1.00. The New Senior Secured Notes will mature on June 23, 2030. The Company did not meet the Interest Rate Step-Down Condition as of June 23, 2026.

The New Senior Secured Notes Indenture requires the Company to make an offer to repurchase the New Senior Secured Notes with 100% of the net cash proceeds of certain extraordinary receipts, at a price of 109.875% of the principal amount plus accrued and unpaid interest upon the first to occur of the following: (i) in the event the Company and/or its subsidiaries receive in excess of $200,000,000 of such extraordinary receipts from the Effective Date through June 22, 2026, such offer to repurchase will be required to be in an aggregate principal amount of $175,000,000 of the New Senior Secured Notes, (ii) in the event the Company and/or its subsidiaries receive in excess of $200,000,000 of such extraordinary receipts from the Effective Date through June 22, 2027, such offer to repurchase will be required to be in an aggregate principal amount of $225,000,000 of the New Senior Secured Notes, or (iii) if the Company and/or its subsidiaries receive less than or equal to $200,000,000 of such extraordinary receipts from the Effective Date through June 22, 2027, such offer to repurchase will be required to be in an aggregate principal amount of $150,000,000 (such repurchase date, the “Extraordinary Receipts Trigger Date”). The Extraordinary Receipts Trigger Date occurred as of the year ended June 28, 2026.

The New Senior Secured Notes Indenture contains certain customary affirmative covenants, negative covenants, and events of default, including a minimum liquidity financial covenant requiring the Company to have an aggregate amount of unrestricted cash and cash equivalents maintained in accounts over which the Collateral Agent has been granted a perfected first lien security interest of at least $350,000,000 as of the last day of any calendar month.

New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes and New 2L Non-Convertible Notes

On the Effective Date, the Company entered into (i) that certain indenture (the “New 2L Renesas Convertible Notes Indenture”), by and among the Company, the Subsidiary Guarantor, and the Trustee and the Collateral Agent in respect of the new 2.5% Convertible Second-Lien Senior Secured Notes due 2031 issued to Renesas (the "New 2L Renesas Convertible Notes"), (ii) that certain indenture (the “New 2L Non-Renesas Convertible Notes Indenture”), by and among the Company, the Subsidiary Guarantor, the Trustee and the Collateral Agent in respect of the New 2L Non-Renesas Convertible Notes and (iii) that certain indenture (the “New 2L Non-Convertible Notes Indenture” and, together with the New 2L Renesas Convertible Notes Indenture and the New 2L Non-Renesas Convertible Notes Indenture, the “2L Indentures”), by and among the Company, the Subsidiary Guarantor, the Trustee and the Collateral Agent in respect of the New 2L Non-Convertible Notes (together with the New 2L Renesas Convertible Notes and the New 2L Non-Renesas Convertible Notes, collectively, the “2L Notes”).

The 2L Notes bear interest, payable semi-annually in arrears on June 15 and September 15 of each year to the holders of record as of June 1 and September 1 of each year. Interest on the New 2L Renesas Convertible Notes and the New 2L Non-Renesas Convertible Notes is required to be paid in cash; interest on the New 2L Non-Convertible Notes is permitted to be paid either in cash or in kind (at the Company’s election), at an interest rate of 7.00% or 12.00%, respectively. The 2L Notes mature, in each case, on June 15, 2031.

Each of the New 2L Renesas Convertible Notes and New 2L Non-Renesas Convertible Notes (collectively, the “2L Convertible Notes”) are convertible pursuant to the terms of the New 2L Renesas Convertible Notes Indenture and the New 2L Non-Renesas Convertible Notes Indenture, respectively. The New 2L Renesas Convertible Notes are convertible at any time from and after September 29, 2025 until the fifth trading day immediately preceding September 29, 2027 (the “Conversion Expiration Date”), provided that the New 2L Renesas Convertible Notes were not convertible until the Renesas Base Distribution Date (as defined in the Plan) which occurred in January 2026, and the New 2L Non-Renesas Convertible Notes are convertible at any time from and after September 29, 2025 until the fifth (5th) scheduled trading day immediately preceding the maturity date, in each case, subject to certain limitations and exceptions. The 2L Convertible Notes are convertible into cash, common stock of the Company or a combination thereof, at the Company’s election. The 2L Convertible Notes will be entitled to customary anti-dilutive measures (including adjustments to the 2L Convertible Notes’ conversion rates), as described in each of the indentures governing the 2L Convertible Notes.

Each of the New 2L Non-Convertible Notes and the New 2L Renesas Convertible Notes are not permitted to be redeemed prior to the date that istwo years following the Effective Date; the New 2L Non-Renesas Convertible Notes are not permitted to be redeemed prior to the date that isthree years following the Effective Date. In the event of an optional redemption by the Company, holders will be entitled to a cash redemption price equal to 100% of the principal amount of such note redeemed, plus accrued and unpaid interest (any such redemption, an “Optional Redemption”).

The Company is required to offer to repurchase the 2L Notes upon a change of control and, in the case of (i) the 2L Convertible Notes, at a cash repurchase price equal to 100% of the principal amount of such note repurchased, plus accrued and unpaid interest and (ii) the New 2L Non-Convertible Notes, at a cash repurchase price equal to 101% of the principal amount of such note repurchased, plus accrued and unpaid interest. Following the Conversion Expiration Date and upon the occurrence of a change of control, the New 2L Renesas Convertible Notes will be entitled to a cash repurchase price consistent with that of the New 2L Non-Convertible Notes. Holders of the 2L Convertible Notes will be entitled to make-whole adjustments to the respective conversion rates in the event of a change of control or an Optional Redemption. Notwithstanding the foregoing (but subject to certain limitations described in the indentures governing the 2L Convertible Notes), holders of the 2L Convertible Notes are permitted to convert their notes (i) in lieu of redemption in the event of an Optional Redemption by the Company or (ii) upon the occurrence of a change of control. The Company is also required, subject to the terms of the New Senior Secured Notes and pursuant to the terms and conditions set forth in the indentures governing the 2L Notes, to make an offer to purchase the 2L Notes, on a pro rata basis, upon the occurrence of certain non-ordinary course asset sales and casualty events (subject to certain reinvestment rights described in the 2L Indentures).

The 2L Indentures contain certain customary affirmative covenants, negative covenants, and events of default.

The obligations of the Company under the 2L Indentures will be guaranteed by the Company’s material subsidiaries, if any, subject to certain exceptions, and are secured on a second-priority basis by liens on substantially all of the existing and future property and assets of the Company and the guarantors (subject to certain exceptions) that secure the New Senior Secured Notes.

Interest Expense

Note 10 –Loss Per Share

The details of the computation of basic and diluted loss per share are as follows:

Diluted net loss per share is the same as basic net loss per share for the periods presented due to potentially dilutive items being anti-dilutive given the Company's net loss. Weighted average number of shares of common stock outstanding during the period computation includes shares of common stock to be contractually issued as of the quarter end date and warrants exercisable for little or no consideration in relation to the share price.

For the three months ended September 27, 2026 and September 28, 2025,50.9 million and 0.0 million weighted average shares, respectively, issuable upon conversion of convertible notes, calculated under the if-converted method, were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive. For the three months ended September 27, 2026 and September 28, 2025,4.9 million and 0.0 million weighted average shares, respectively, issuable upon exercise of warrants were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive. For the three months ended September 27, 2026 and September 28, 2025,4.2 million and 3.5 million weighted average shares, respectively, issuable under share-based payment awards were excluded from the calculation of diluted loss per share because their effect would be anti-dilutive.

For periods subsequent to the receipt of the Regulatory Approvals (as defined in the Plan), the Company calculated the dilutive impact of the New 2L Renesas Convertible Notes on (loss) earnings per share using the if-converted method, if dilutive. The New 2L Renesas Convertible Notes will be reflected in the calculation of diluted (loss) earnings per share using the if-converted method.

Note 11 –Stock-Based Compensation

Total stock-based compensation expense was classified in the Consolidated Statements of Operations as follows:

Stock-based compensation expense may differ from the impact of stock-based compensation to additional paid in capital due to manufacturing related stock-based compensation capitalized within inventory.

Note 12 –Income Taxes

In general, the variation between the Company's effective income tax rate and the U.S. statutory rate of 21% is primarily due to changes in the Company’s valuation allowances against deferred tax assets in the U.S. and projected income for the full year derived from international locations with differing tax rates than the U.S.

As discussed in Note 3, "Emergence from Voluntary Reorganization under Chapter 11," to the audited financial statements included in the 2026 Form 10-K, the implementation of the Plan resulted in the discharge of indebtedness which gave rise to approximately $3.4 billion of cancellation of debt ("COD") income for U.S. federal income tax purposes which was excluded from taxable income. The exclusion from taxable income under Section 108 of the Code resulted in the Company reducing its gross net operating loss by $3.4 billion. For U.S. federal income tax purposes, the Plan did not result in the close of the Company's tax year. For U.S. federal income tax purposes, the reduction was first applied to the fiscal 2026 tax year loss, which includes both Predecessor and Successor periods, and then to the earliest available net operating loss. While for U.S. GAAP purposes the implementation of the Plan resulted in fair market value adjustments to the Company's basis in assets, for U.S. federal income tax purposes, the adjustments were limited to the reductions to tax attributes pursuant to Section 108 discussed above. As a result, the fresh start adjustments, discussed in Note 4, "Fresh Start Accounting," in the 2026 Form 10-K generally resulted in an increase to the Company’s deferred tax assets, offset by a change in valuation allowance.

During the fiscal year ended June 28, 2026, as part of the restructuring under the Plan, the Company experienced an “ownership change” within the meaning of Section 382 of the Code (“Section 382”). As a result, the Company’s ability to utilize its U.S. federal net operating losses ("NOLs") and certain other tax attributes arising before the ownership change is subject to annual limitations.

The Company has analyzed the effect of this ownership change and expects that certain tax credit carryforwards and state net operating losses may expire unused. Future changes in the Company’s stock ownership, including those that may be outside the Company’s control, could result in additional ownership changes under Section 382, which may further limit the Company’s ability to utilize its NOLs and other tax attributes.

The Company assesses all available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets by jurisdiction. As of September 27, 2026, the Company has concluded that it is necessary to maintain a full valuation allowance against its U.S. deferred tax assets. The reductions in NOL carryforwards as a result of COD income discussed above are offset by a corresponding decrease to the Company's valuation allowance as of September 27, 2026.

Note 13 -Restructuring

2025 Restructuring Plan

During the first quarter of fiscal 2025, the Company initiated a headcount reduction and facility closure and consolidation plan intended to optimize its cost structure as the Company accelerated its transition from 150mm to 200mm silicon carbide devices (the "2025 Restructuring Plan"). The 2025 Restructuring Plan resulted in a cumulative total headcount reduction of approximately 28%. The Company's 150mm device fabrication facility in North Carolina ceased production in the second quarter of fiscal 2026.

The Company incurred approximately $457 million of total restructuring and related costs, including approximately $73 million of involuntary and voluntary severance costs, $124 million of other closure-related cash costs, and approximately $260 million of charges related to long-lived assets and other non-cash costs, including accelerated depreciation and impairments upon abandonment or disposal of machinery and equipment.

A summary of the charges recognized in the Consolidated Statements of Operations through the first quarter of fiscal 2027 and fiscal 2026, respectively, resulting from these restructuring activities is shown below:

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

(2) Within restructuring and other expenses on the consolidated statements of operations.

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 September 27, 2026 follows:

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

2026 Restructuring Plans

During the second quarter of fiscal 2026, the Company implemented and substantially completed a headcount reduction of approximately 8%, to better align with business needs as a result of the transition of Wolfspeed's internal chip manufacturing to 200mm and reduced demand for 150mm substrates. The severance and benefit costs related to this initiative were recorded in the second quarter of fiscal 2026 in accordance with the provisions of ASC 712-10, "Nonretirement Postemployment Benefits". No further charges are expected.

During the fourth quarter of fiscal 2026, the Company approved a restructuring plan designed to further optimize its organizational structure with current business needs. The Company recorded severance and related benefit costs in accordance with the provisions of ASC 712-10, "Nonretirement Postemployment Benefits". During the first quarter of fiscal 2027, the Company substantially completed the planned workforce reduction, which affected approximately 6% of the employee population. The Company incurred approximately $4 million of total restructuring costs related to involuntary severance costs.

A summary of the charges recognized in the consolidated statements of operations through the first quarter of fiscal 2027 resulting from these restructuring activities is shown below:

A summary of the balance sheet activity related to these restructuring activities recognized in accounts payable and accrued expenses in the consolidated balance sheet as of September 27, 2026 follows:

Note 14 -Subsequent Events

Commitment Letter with the U.S. Department of War

On October 7, 2026, the Company 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 of up to $1.5 billion (the “Facility”), consisting of up tofour 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. While subject to due diligence and the negotiation of definitive agreements ("Definitive Agreements"), among other conditions, the Facility is currently expected to have a 30-year maturity and a 36-month commitment period during which we 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 our outstanding New Senior Secured Notes and to pay transaction fees and expenses, subject to us entering into an undertaking by us to complete (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”) and (b) thereafter with the proceeds of the remaining tranches, to fund other expenditures in furtherance of the Project. The transactions contemplated by the Commitment Letter are referred to collectively as the “Expected U.S. Government Transaction.” The funding of each tranche is expected to be subject to further conditions, including the Company’s contribution of qualifying sources of capital received after June 28, 2026 in an aggregate amount of at least $750 million (the “Minimum Contribution”). As an additional condition to entry into the Definitive Agreements, the Company would be required to issue warrants to the DoW, pro rata as and when each tranche is funded, to purchase 5% and 2.5% of its outstanding equity, calculated on a fully-diluted basis, with exercise prices based on a mutually agreed volume-weighted average price of its common stock.

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 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.

2026 Employee Stock Purchase Plan

At the Company’s annual meeting of stockholders held on October 27, 2026, the Company’s stockholders approved the 2026 Employee Stock Purchase Plan (the “2026 ESPP”). The 2026 ESPP was adopted by the Board of Directors on August 25, 2026, subject to stockholder approval. The 2026 ESPP provides eligible employees of the Company and its designated subsidiaries with the opportunity to purchase common stock through payroll deductions, and 1,700,000 shares of common stock are reserved for issuance under the 2026 ESPP, subject to adjustment. Employees generally become eligible to participate in the 2026 ESPP after 30 continuous days of employment. Participants may contribute up to 15% of their compensation (as defined in the 2026 ESPP) and purchase shares at 85% of the fair market value of the common stock on the first day of the participation period or on the purchase date, whichever is lower, subject to a default limit of 25,000 shares per purchase date and the other limits set forth in the 2026 ESPP. The 2026 ESPP will continue in effect until terminated.