Wolfspeed, Inc. Files 8-K with Multiple Material Events
Ticker: WOLF · Form: 8-K · Filed: Sep 30, 2025 · CIK: 895419
| Field | Detail |
|---|---|
| Company | Wolfspeed, INC. (WOLF) |
| Form Type | 8-K |
| Filed Date | Sep 30, 2025 |
| Risk Level | medium |
| Pages | 15 |
| Reading Time | 19 min |
| Key Dollar Amounts | $0.00125, $23.95, $1,259,210,128, $277.5 million, $180.675 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale, corporate-action
TL;DR
Wolfspeed 8-K: Material agreements, debt, equity sales, officer changes, and bylaws updated. Big day for Wolfspeed.
AI Summary
On September 29, 2025, Wolfspeed, Inc. filed an 8-K detailing several material events. These include the entry into and termination of material definitive agreements, the creation of direct financial obligations, unregistered sales of equity securities, and modifications to security holder rights. The filing also notes changes in control, departure/election of officers, and amendments to articles of incorporation or bylaws. Additionally, it covers Regulation FD disclosures and financial statements/exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions and potential financial shifts for Wolfspeed, Inc., which could impact its operations, financial obligations, and shareholder value.
Risk Assessment
Risk Level: medium — The filing details multiple material events including financial obligations, equity sales, and changes in corporate structure, which inherently carry risk.
Key Players & Entities
- WOLFSPEED, INC. (company) — Filer
- CREE, INC. (company) — Former Company Name
- CREE INC (company) — Former Company Name
- CREE RESEARCH INC /NC/ (company) — Former Company Name
- 0001193125-25-224251 (document_id) — Accession Number
FAQ
What specific material definitive agreements were entered into or terminated by Wolfspeed, Inc. on or around September 29, 2025?
The 8-K filing indicates the entry into and termination of material definitive agreements, but does not specify the details of these agreements within the provided text.
What are the details of the direct financial obligations created by Wolfspeed, Inc. as reported in this filing?
The filing states the creation of a direct financial obligation, but the specific nature and amount of this obligation are not detailed in the provided text.
Were there any unregistered sales of equity securities by Wolfspeed, Inc. on September 29, 2025?
Yes, the 8-K filing explicitly lists 'Unregistered Sales of Equity Securities' as an item information, indicating such sales occurred.
What changes were made to Wolfspeed, Inc.'s articles of incorporation or bylaws?
The filing mentions 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item information, suggesting modifications were made, but the specifics are not provided.
Did Wolfspeed, Inc. undergo a change in control as reported in this 8-K filing?
The filing lists 'Changes in Control of Registrant' as an item information, indicating that a change in control event was reported.
Filing Stats: 4,632 words · 19 min read · ~15 pages · Grade level 12.2 · Accepted 2025-09-30 09:21:14
Key Financial Figures
- $0.00125 — ange on which registered Common Stock, $0.00125 par value WOLF New York Stock Excha
- $23.95 — Common Stock"), at an exercise price of $23.95 per share. Until all Regulatory Approva
- $1,259,210,128 — eed in an aggregate principal amount of $1,259,210,128 (the "New Senior Secured Notes"), (ii)
- $277.5 million — , (ii) a payment from the redemption of $277.5 million in principal amount of Existing Senior
- $180.675 m — n the principal amount of approximately $180.675 million, which was fully backstopped by c
- $120.45 million — o also purchased the remaining reserved $120.45 million New 2L Convertible Notes issued in the
- $30.25 million — rtible Notes in the principal amount of $30.25 million), (ii) new 7.00%/12.00% Second Lien Sen
- $296.4 million — n the principal amount of approximately $296.4 million (the "New 2L Takeback Notes"), and (iii
- $203.6 million — ve Date, Renesas received approximately $203.6 million aggregate principal amount of new 2.5%
- $1,000 — 54.5005 shares of New Common Stock per $1,000 principal amount of New Renesas 2L Conv
Filing Documents
- d22768d8k.htm (8-K) — 93KB
- d22768dex41.htm (EX-4.1) — 861KB
- d22768dex43.htm (EX-4.3) — 922KB
- d22768dex45.htm (EX-4.5) — 1114KB
- d22768dex47.htm (EX-4.7) — 1110KB
- d22768dex101.htm (EX-10.1) — 114KB
- d22768dex102.htm (EX-10.2) — 98KB
- d22768dex103.htm (EX-10.3) — 203KB
- d22768dex104.htm (EX-10.4) — 141KB
- d22768dex105.htm (EX-10.5) — 141KB
- d22768dex991.htm (EX-99.1) — 18KB
- d22768dex992.htm (EX-99.2) — 24KB
- g22768g0929192514898.jpg (GRAPHIC) — 5KB
- g22768g0929224545586.jpg (GRAPHIC) — 2KB
- g22768g0930013239421.jpg (GRAPHIC) — 2KB
- g22768g0930013239749.jpg (GRAPHIC) — 3KB
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- g22768g0930013240187.jpg (GRAPHIC) — 3KB
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- g22768g0930013240593.jpg (GRAPHIC) — 3KB
- g22768g0930020813257.jpg (GRAPHIC) — 2KB
- g22768g0930020813520.jpg (GRAPHIC) — 3KB
- g22768g0930020813749.jpg (GRAPHIC) — 2KB
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- g22768g0930020814409.jpg (GRAPHIC) — 3KB
- g22768g0930021604996.jpg (GRAPHIC) — 2KB
- 0001193125-25-224251.txt ( ) — 6118KB
- wolf-20250929.xsd (EX-101.SCH) — 3KB
- wolf-20250929_lab.xml (EX-101.LAB) — 18KB
- wolf-20250929_pre.xml (EX-101.PRE) — 11KB
- d22768d8k_htm.xml (XML) — 4KB
From the Filing
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 29, 2025 WOLFSPEED, INC. (Exact name of registrant as specified in its charter) Delaware 001-40863 56-1572719 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 4600 Silicon Drive Durham North Carolina 27703 (Address of principal executive offices) (Zip Code) (919) 407-5300 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.00125 par value WOLF New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Introductory Note As previously disclosed, on June 30, 2025, Wolfspeed, Inc. ("Wolfspeed") and its wholly owned subsidiary, Wolfspeed Texas LLC (together with Wolfspeed, the "Company"), filed voluntary petitions commencing cases (the "Chapter 11 Cases") under Chapter 11 of Title 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 "Court") to implement a prepackaged chapter 11 plan of reorganization (the "Plan"). The Chapter 11 Cases are jointly administered under the caption In re Wolfspeed, Inc., et al . A summary of the material terms of the Plan and related matters is contained in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on July 1, 2025 and is incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Plan. On September 8, 2025, the Court entered the Order (I) Approving the Disclosure Statement, (II) Confirming the 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. On September 29, 2025 (the "Plan Effective Date"), the conditions to the effectiveness of the Plan were satisfied or waived and the Plan became effective. The Company emerged from the Chapter 11 Cases on September 29, 2025. A copy of the Plan, the Confirmation Order and notice of the Plan Effective Date may be found at https://dm.epiq11.com/wolfspeed. Item1.01. Entry into a Material Definitive Agreement. Warrant Issuance In accordance with the Plan, on the Plan Effective Date, Wolfspeed issued a warrant (the "Renesas Warrant") to Renesas Electronics America Inc. ("Renesas") to purchase an aggregate of 4,943,555 shares of Wolfspeed's common stock, par value $0.00125 per share (the "New Common Stock"), at an exercise price of $23.95 per share. Until all Regulatory Approvals have been received, the Renesas Warrant shall only be deemed issued for purposes of U.S. federal and applicable state and local income tax purposes and is not exercisable. The Renesas Warrant is exercisable within three years from the Plan Effective Date; provided , that if the Regulatory Trigger Deadline occurs, the expiration date of the Renesas Warrant shall be extended by one year. Further, until all Regulatory Approvals have been received, in lieu of shares of New Common Stock receivable upon exercise of the Renesas Warrant, Renesas will have the right to receive Cash proceeds from the sale of the Warrant Consideration Shares in accordance with the terms of the Plan and the Investor Rights Agreement (as defined below). The Renesas Warrant also includes "Black Scholes" protection for two years following the Plan Effective Date. The foregoing description of the Renesas Warrant is a