WOLFSPEED, INC. 8-K

What Happened
Wolfspeed, Inc. announced on March 19, 2026 that it entered into private placement agreements to sell equity and convertible notes, with expected closings on March 26, 2026. The transactions consist of an equity placement (3,250,030 shares and pre‑funded warrants to buy up to 2,000,000 additional shares) raising approximately $96.9 million (excluding any warrant exercise proceeds), and a $379.0 million sale of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031. The company expects to use the combined proceeds to redeem roughly $475.9 million of its outstanding Senior Secured Notes due 2030.

Key Details

• Agreements signed March 19, 2026; expected closing March 26, 2026 (subject to customary conditions).
• Equity: 3,250,030 common shares at $18.458/share and pre‑funded warrants (to buy up to 2,000,000 shares) at $18.448 each. Pre‑funded warrants carry a $0.01 exercise price and a 9.99% beneficial‑ownership exercise blocker.
• Notes: $379.0M aggregate principal of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031, guaranteed by Wolfspeed Texas, LLC and secured by substantially all assets. Initial conversion rate = 49.6623 shares per $1,000 principal (approx. $20.14/share); initially up to 22,586,391 shares could be issuable on conversion.
• Registration and compliance: Securities offered in reliance on exemptions (Section 4(a)(2)/Rule 506); the company agreed to file a resale registration statement within 75 days after closing for the registrable securities.

Why It Matters
These private placements provide Wolfspeed near-term liquidity and a path to refinance/retire its 2030 secured notes, changing the company’s debt profile (new convertible secured notes due 2031). Investors should note potential dilution from (a) issuance of shares sold and (b) conversion of the new notes and exercise of pre‑funded warrants (including the large potential share count tied to conversion). The transactions are subject to closing conditions and customary registration and conversion mechanics described in the agreements.