Wolfspeed WOLF

Wolfspeed reported a net loss of $143.8 million for fiscal Q1 2027.

Form
10-Q
Filed
Importance
Notable
  1. Revenue: $155 million for the three months ended Sep 27, 2026
  2. Net loss: $143.8 million for the three months ended Sep 27, 2026
  3. Diluted EPS: -$2.61 for the three months ended Sep 27, 2026
  4. Cash and equivalents: $411.3 million at Sep 27, 2026

Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.

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What changed

56 changes since the June 2026 10-K

Compared with the 10-K 0000895419-26-000054, filed Aug 20, 2026.

  1. New Risk factors

    • final government approvals will be obtained for the Expected U.S. Government Transaction, which approvals…

    • final government approvals will be obtained for the Expected U.S. Government Transaction, which approvals are beyond the control of the Company, on the terms anticipated by the conditional Commitment Letter or at all.

    From the filings

    Now

    • final government approvals will be obtained for the Expected U.S. Government Transaction, which approvals are beyond the control of the Company, on the terms anticipated by the conditional Commitment Letter or at all.
  2. New Risk factors

    The Expected U.S. Government Transaction is expected to be funded in phases over time and is subject to the…

    The conditional Commitment Letter for the Expected U.S. Government Transaction provides, and the Definitive Agreements for the Expected U.S. Government Transaction are expected to provide, that the debt financing from…

    From the filings

    Now

    The Expected U.S. Government Transaction is expected to be funded in phases over time and is subject to the Company satisfying certain substantial conditions, and there can be no assurance that such conditions will be achieved on the expected timeline or at all. The conditional Commitment Letter for the Expected U.S. Government Transaction provides, and the Definitive Agreements for the Expected U.S. Government Transaction are expected to provide, that the debt financing from the U.S. government is intended to be released to the Company in phases over time subject to the Company's achievement of substantial specified conditions, as described in Note 14, "Subsequent Events," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report. There can be no assurance that such conditions will be satisfied on the expected timeline, or at all. If the Company is unable to satisfy such conditions, the corresponding funding will not be released to the Company. The Company's satisfaction of any given condition, and receipt of the associated funding, does not guarantee that the Company will be able to satisfy the conditions for any subsequent funding. Completion of the Company's Project is subject to risks of delays, cost overruns, supply chain disruptions, labor availability constraints, permitting challenges and receipt of government authorizations, and other execution risks, which could increase required capital, delay satisfaction of conditions, and materially adversely affect the Company's business, financial condition, results of operations and project economics. If the Company does not receive the financing contemplated by the Expected U.S. Government Transaction, or any part of it, due to delays or failure to satisfy one or more conditions, its ability to fund its current operations and implement its business plan and strategy will be affected, and the Company may be required to reduce the scope of its operations unless it is able to…
  3. New Risk factors

    The Company's business plan will require additional capital, and the Company's ability to raise additional…

    The Company's business plan will require additional capital, which may include equity and/or debt financing, beyond the Expected U.S. Government Transaction, and the Company's ability to obtain such capital will depend…

    From the filings

    Now

    The Company's business plan will require additional capital, and the Company's ability to raise additional equity or debt financing may be adversely affected by market conditions, interest rates, investor risk appetite, or macroeconomic factors beyond the Company's control. The Company's business plan will require additional capital, which may include equity and/or debt financing, beyond the Expected U.S. Government Transaction, and the Company's ability to obtain such capital will depend on market conditions and its operating performance, and may result in higher costs of capital, increased leverage, or dilution to existing stockholders. As a condition of the Expected U.S. Government Transaction, the Company will be required to obtain financing from Qualifying Sources to meet the $750 million Minimum Contribution requirement over time. Any additional equity financing will dilute stockholders' ownership interests in the Company, may require stockholder approval, including under the rules of the New York Stock Exchange, may have an adverse effect on the price of the Company's common stock, and holders of these securities may have rights, preferences or privileges senior to those of the Company's then-existing stockholders. New or additional debt financing, if available, may involve restrictions on financing and operating activities. Interest on such debt would increase costs and negatively impact the Company's financial condition and results of operations. In addition, as the debt financing component of the Expected U.S. Government Transaction would be secured, the government would have a claim to the Company's assets that would be prior to the rights of stockholders until the debt is paid. This may make it more difficult for the Company to raise additional debt financing on attractive terms, or at all. If the Company is unable to obtain additional financing, as needed, at competitive rates, its ability to fund its current operations and implement its business plan…
  4. New Risk factors

    • adverse regulatory actions that affect the Company's plans generally.

    • adverse regulatory actions that affect the Company's plans generally.

    From the filings

    Now

    • adverse regulatory actions that affect the Company's plans generally.
  5. New Risk factors

    The Definitive Agreements for the Expected U.S. Government Transaction are expected to contain significant…

    The Definitive Agreements for the Expected U.S. Government Transaction are expected to contain significant financial covenants.

    From the filings

    Now

    The Definitive Agreements for the Expected U.S. Government Transaction are expected to contain significant financial covenants, and the Company's failure to comply with such covenants could have a material adverse effect on its business, financial condition and results of operations. The Definitive Agreements for the Expected U.S. Government Transaction are expected to contain significant financial covenants. The Company's ability to comply with these covenants may be affected by events beyond its control, including general economic conditions, market disruptions and operational challenges. If the Company fails to comply with any of these covenants and is unable to obtain a waiver or amendment from the OSC, the Company could be in default under the Definitive Agreements. A default could permit the DoW to accelerate the maturity of the Facility, terminate its commitment to provide additional funding, foreclose on collateral and exercise other remedies available under the Definitive Agreements. If the maturity of the Facility is accelerated, the Company may not have sufficient cash resources to satisfy its debt obligations, and it may not be able to continue its operations as planned. Even if the Company is able to obtain a waiver or amendment, it may be required to agree to more restrictive covenants or pay additional fees, which could adversely affect its business and financial condition. There can be no assurance that the Company will be able to maintain compliance with the financial covenants in the Definitive Agreements, and any failure to do so could have a material adverse effect on its business, financial condition, results of operations and liquidity.
  6. New Risk factors

    The issuance of warrants to the DoW in connection with the Expected U.S. Government Transaction could result…

    Pursuant to the conditional Commitment Letter, as a 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…

    From the filings

    Now

    The issuance of warrants to the DoW in connection with the Expected U.S. Government Transaction could result in substantial dilution to the Company's stockholders. Pursuant to the conditional Commitment Letter, as a 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 per share 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 per share 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 Agreements). The warrants would be exercisable at any time and from time to time for a term of 10 years, and any unexercised warrants would automatically self-exercise on a cashless basis immediately prior to expiration to the extent such warrants are in the money. If shares of the Company's common stock are issued pursuant to the exercise of such warrants, existing stockholders will experience substantial dilution of their ownership positions. Further, the U.S. government's anticipated equity position in the Company reduces the voting and other governance rights of stockholders and may limit potential future transactions that may be beneficial to stockholders. In addition, the sale of a substantial number of shares of the Company's common stock in the public market, or the perception that these sales might occur, including of the shares issuable upon exercise of the warrants, could depress the market price of the Company's common stock and could impair its ability…
  7. New Risk factors

    The financial, tax and accounting treatment of the Expected U.S. Government Transaction contemplated by the…

    Given both the novelty and complexity of the Expected U.S. Government Transaction, and the ongoing negotiation of Definitive Agreements, the Company's initial analysis of the financial, tax and accounting implications…

    From the filings

    Now

    The financial, tax and accounting treatment of the Expected U.S. Government Transaction contemplated by the Definitive Agreements remains uncertain and subject to change. Given both the novelty and complexity of the Expected U.S. Government Transaction, and the ongoing negotiation of Definitive Agreements, the Company's initial analysis of the financial, tax and accounting implications of its commitments and obligations in connection with the Expected U.S. Government Transaction has not been completed and may take considerable time and require significant attention from management. Additionally, no assurance can be provided that this initial assessment will not require adjustment or amendment over time due to changes in tax law or regulations, accounting practices and requirements and unforeseen developments in the course of performing under the Definitive Agreements, particularly with respect to characterization of payments received from the DoW, among other considerations. The Definitive Agreements for the Expected U.S. Government Transaction are also expected to be highly integrated, and certain of the obligations under each agreement are expected to be contingent upon or impacted by the terms and obligations of the others. If one or more of such agreements, or one or more elements of the transactions, were to be altered, amended or terminated, management would need to assess the financial, tax and accounting implications of such changes, which could be significant, together with any related remedies available to the Company and the present condition of its business and operations. The Company is unable to predict, and may not be able to anticipate, either these changes or the impact thereof. Any of the foregoing may have a material adverse effect on the Company's business, financial condition and results of operations, including, but not limited to, material changes to the Company's financial outlook, recharacterizations, restatements or other modifications of…
  8. New Risk factors

    The Definitive Agreements are expected to contain affirmative and negative covenants that may restrict the…

    The Definitive Agreements for the Expected U.S. Government Transaction are expected to contain affirmative covenants requiring the Company to take certain actions and negative covenants restricting the Company's…

    From the filings

    Now

    The Definitive Agreements are expected to contain affirmative and negative covenants that may restrict the Company's ability and the ability of its subsidiaries to take actions management may believe are important to the Company's long-term strategy. The Definitive Agreements for the Expected U.S. Government Transaction are expected to contain affirmative covenants requiring the Company to take certain actions and negative covenants restricting the Company's ability to take certain actions. Certain of these affirmative and negative covenants will survive until the later of the repayment in full of all outstanding loans under the Facility and the expected 30-year maturity date. Any violations of such requirements could result in an event of default, acceleration of the Facility, or suspension or termination of funding. Compliance with the affirmative and negative covenants contained in the Definitive Agreements could restrict the Company's ability to take actions that management believes are important to its long-term strategy. If strategic transactions the Company wishes to undertake are prohibited by the Definitive Agreements, the Company's ability to execute its long-term strategy could be materially adversely affected, which could in turn have a material adverse effect on its business, financial condition, or results of operations. For example, any requirement to obtain government approval or consent, or to provide notification, could delay or limit future financings, mergers, acquisitions, or asset dispositions.
  9. New Risk factors

    In addition, the conditional Commitment Letter contemplates restrictions on "Fundamental Events" (as defined…

    In addition, the conditional Commitment Letter contemplates restrictions on "Fundamental Events" (as defined in the Commitment Letter), which could limit the Company's ability to pursue or consummate certain strategic…

    From the filings

    Now

    In addition, the conditional Commitment Letter contemplates restrictions on "Fundamental Events" (as defined in the Commitment Letter), which could limit the Company's ability to pursue or consummate certain strategic transactions, including mergers and acquisitions that might otherwise be beneficial to stockholders.
  10. New Risk factors

    Given the scarcity of U.S. precedents for transactions such as those contemplated under the Expected U.S…

    Given the scarcity of recent U.S. precedents for transactions such as those contemplated by the Expected U.S. Government Transaction and of the U.S. government becoming a significant stockholder of a company such as…

    From the filings

    Now

    Given the scarcity of U.S. precedents for transactions such as those contemplated under the Expected U.S. Government Transaction and the U.S. government potentially becoming a significant stockholder of the Company, the Company may experience other adverse consequences resulting from the announcement or potential completion of the Expected U.S. Government Transaction. Given the scarcity of recent U.S. precedents for transactions such as those contemplated by the Expected U.S. Government Transaction and of the U.S. government becoming a significant stockholder of a company such as the Company, it is difficult to foresee all the potential consequences. Among other things, there could be adverse reactions, immediately or over time, from investors, employees, customers, suppliers, other business or commercial partners, foreign governments or competitors. There may also be litigation related to the Expected U.S. Government Transaction or otherwise and increased public or political scrutiny with respect to the Company.
  11. New Legal proceedings

    New legal mention

    The information required by this item is set forth under Note 5, "Commitments and Contingencies," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report and is incorporated herein…

    From the filings

    Now

    The information required by this item is set forth under Note 5, "Commitments and Contingencies," to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report and is incorporated herein by reference.
  12. New Legal proceedings

    New legal mention

    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.

    From the filings

    Now

    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.
  13. New Legal proceedings

    New legal mention

    Briefing concluded on June 5, 2026, and the court held oral arguments on July 20, 2026.

    From the filings

    Now

    Briefing concluded on June 5, 2026, and the court held oral arguments on July 20, 2026.
  14. New Legal proceedings

    New legal mention

    On September 11, 2026, co-lead plaintiffs filed a notice of appeal from the district court's August 12, 2026 judgment.

    From the filings

    Now

    On September 11, 2026, co-lead plaintiffs filed a notice of appeal from the district court's August 12, 2026 judgment.
  15. New Legal proceedings

    New legal mention

    On September 9, 2026, Navitas filed a motion to transfer the case to the United States District Court for the Central District of California.

    From the filings

    Now

    On September 9, 2026, Navitas filed a motion to transfer the case to the United States District Court for the Central District of California.
  16. Removed Risk factors

    • Distributors may not expand their customer base or anticipate demand.

    • Distributors may not expand their customer base or anticipate demand.

    From the filings

    Before

    • Distributors may not expand their customer base or anticipate demand.
  17. Removed Risk factors

    • Global macroeconomic conditions could adversely impact our strategic direction.

    • Global macroeconomic conditions could adversely impact our strategic direction.

    From the filings

    Before

    • Global macroeconomic conditions could adversely impact our strategic direction.
  18. Removed Risk factors

    • Tariffs or other trade restrictions could adversely impact our results of operations.

    • Delays in product roadmap execution or misallocated research and development investments. • Operational challenges in improving utilization at our manufacturing facilities. • Our ability to attract and retain…

    From the filings

    Before

    • Tariffs or other trade restrictions could adversely impact our results of operations. • Delays in product roadmap execution or misallocated research and development investments. • Operational challenges in improving utilization at our manufacturing facilities. • Our ability to attract and retain qualified personnel in a competitive market. • Cybersecurity threats, data breaches, and inadequate data protection controls.
  19. Removed Risk factors

    • Supply chain disruptions adversely impacting our global supply dependencies.

    • Reliance on local utilities and infrastructure at our manufacturing facilities

    From the filings

    Before

    • Supply chain disruptions adversely impacting our global supply dependencies. • Reliance on local utilities and infrastructure at our manufacturing facilities
  20. Removed Risk factors

    As a result of the Chapter 11 Cases, our historical financial information will not be indicative of our…

    Following our emergence from the Chapter 11 Cases, our capital structure was significantly altered.

    From the filings

    Before

    As a result of the Chapter 11 Cases, our historical financial information will not be indicative of our future performance, and we may not realize all of the intended benefits of the Chapter 11 Cases. Following our emergence from the Chapter 11 Cases, our capital structure was significantly altered. As a result of the Chapter 11 Cases, our historical financial performance will not be indicative of our future financial performance. In addition, the amounts reported in subsequent consolidated financial statements may materially change relative to our historical consolidated financial statements. We adopted fresh start accounting, and accordingly, our assets and liabilities will be recorded at fair value as of the emergence date, which differs materially from the recorded values of assets and liabilities on our historical consolidated balance sheets. Our financial results after the adoption of fresh start accounting may be different from historical trends. Furthermore, we may not realize any or all of the intended benefits of the Chapter 11 Cases, the benefits may not be on the terms or in the manner we expect, and the costs incurred may exceed the intended benefits. The occurrence of one or more of these events could have a material and adverse effect on our operations, financial condition and reputation and we cannot assure you that having been subject to bankruptcy proceedings will not adversely affect our operations in the future. Additionally, other risks we face, as described in this Annual Report, may be exacerbated by the impacts of our emergence from bankruptcy. We have outstanding debt which could materially restrict our business and adversely affect our financial condition, liquidity and results of operations.
  21. Removed Risk factors

    The level of our outstanding debt may adversely affect our operating results and financial condition by…

    • increasing our vulnerability to downturns in our business, to competitive pressures and to adverse general economic and industry conditions; • requiring the dedication of an increased portion of our expected cash…

    From the filings

    Before

    The level of our outstanding debt may adversely affect our operating results and financial condition by, among other things: • increasing our vulnerability to downturns in our business, to competitive pressures and to adverse general economic and industry conditions; • requiring the dedication of an increased portion of our expected cash flows from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures, or research and development; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
  22. Removed Risk factors

    • placing us at a competitive disadvantage compared to our peers that may have less indebtedness than we…

    Our ability to pay interest and repay the principal for or to refinance any outstanding indebtedness under the New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes, the New 2L Non-Convertible Notes…

    From the filings

    Before

    • placing us at a competitive disadvantage compared to our peers that may have less indebtedness than we have by limiting our ability to borrow additional funds needed to operate and grow our business and limiting our ability to pursue strategic acquisitions or other inorganic growth opportunities. Our ability to pay interest and repay the principal for or to refinance any outstanding indebtedness under the New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes, the New 2L Non-Convertible Notes, the New Senior Secured Notes and the 1.5L Convertible Notes (in each case, as defined below) is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and/or raise additional capital, which is subject to economic, financial, competitive and other factors beyond our control. There can be no assurance that we will be able to manage any of these risks successfully. The indenture governing the New Senior Secured Notes (the "New Senior Secured Notes Indenture") includes a liquidity maintenance financial covenant requiring us to have an aggregate amount of unrestricted cash and cash equivalents maintained in accounts over which the collateral agent for the New Senior Secured Notes has been granted a perfected first lien security interest of at least $350 million as of the last day of any calendar month. In addition, the New Senior Secured Notes Indenture, the indenture governing the New 2L Non-Convertible Notes (the "New 2L Non-Convertible Notes Indenture"), the indenture governing the New 2L Renesas Convertible Notes (the "New 2L Renesas Convertible Notes Indenture"), the indenture governing the New 2L Non-Renesas Convertible Notes (the "New 2L Non-Renesas Convertible Notes Indenture") and the indenture governing the 1.5L Convertible Notes (the "1.5L Convertible Notes Indenture"), in each case, contain certain restrictions that limit our ability to, among other things: incur additional indebtedness…
  23. Removed Risk factors

    Certain former convertible noteholders and Renesas may significantly influence matters submitted to…

    Certain former holders of our convertible notes and Renesas have acquired significant ownership interests in our common stock pursuant to the Plan.

    From the filings

    Before

    Certain former convertible noteholders and Renesas may significantly influence matters submitted to stockholders. Certain former holders of our convertible notes and Renesas have acquired significant ownership interests in our common stock pursuant to the Plan. These stockholders may control outcomes of actions requiring stockholder approval, including director elections, without other stockholders' approval. This concentration could: facilitate or hinder negotiated changes of control; allow for the appointment of board majorities, influencing management and strategy; affect corporate governance, business strategies, and capital allocation; impact stock liquidity, trading price, and volatility; create conflicts if major holders' interests diverge from other stockholders; and either attract or deter potential acquirers.
  24. Removed Risk factors

    We may issue additional shares of common stock in connection with the exercise of the warrant issued to…

    We may issue additional shares of common stock in connection with outstanding securities that are exercisable or convertible into common stock.

    From the filings

    Before

    We may issue additional shares of common stock in connection with the exercise of the warrant issued to Renesas, or the conversion of the outstanding New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes or 1.5L Convertible Notes, which would result in significant dilution to stockholders. We may issue additional shares of common stock in connection with outstanding securities that are exercisable or convertible into common stock. Any future exercise of the outstanding warrant issued to Renesas to purchase an aggregate of 4,943,555 shares of the Company's common stock or the conversion of the New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes or 1.5L Convertible Notes may result in significant dilution to existing stockholders. We are required to reduce tax attributes due to cancellation of indebtedness income. Generally, any discharge of our debt obligations for an amount less than the debt's adjusted issue price will give rise to cancellation of debt ("COD") income. Under Section 108 of the Internal Revenue Code of 1986, as amended (the "Code"), a taxpayer is required to exclude COD from gross income if the debtor is under the jurisdiction of a court in a case under Chapter 11 of the Bankruptcy Code and the discharge of debt occurs pursuant to that proceeding. As a consequence of such an exclusion, a taxpayer generally must reduce certain of its tax attributes by the amount of COD income that it excluded from gross income. U.S. federal income tax attributes subject to reduction generally include (i) net operating losses ("NOLs") and NOL carryforwards; (ii) general business credit carryovers; (iii) capital loss carryovers; (iv) tax basis in assets; and (v) foreign tax credit carryovers. As a result of the implementation of the Plan, we realized a substantial amount of COD income for U.S. federal income tax purposes and our tax attributes will be subject to the foregoing attribute reduction rules. The attribute reduction…
  25. Removed Risk factors

    Impaired stakeholder confidence and weakened relationships following Chapter 11 emergence may adversely…

    Our emergence from the Chapter 11 Cases on the Effective Date may continue to adversely affect our business, operations, and stakeholder relationships.

    From the filings

    Before

    Impaired stakeholder confidence and weakened relationships following Chapter 11 emergence may adversely affect our business. Our emergence from the Chapter 11 Cases on the Effective Date may continue to adversely affect our business, operations, and stakeholder relationships. Customer and vendor confidence may remain impaired, potentially causing: reduced orders or order cancellations; unfavorable contract terms or reluctance by third parties to enter new agreements on acceptable terms or at all; competitive disadvantages as customers shift business to competitors perceived as more stable; and ongoing reputational harm in our markets. Additionally, investors and capital markets may require demonstrated operational and financial recovery before fully restoring confidence, potentially limiting our access to capital on favorable terms or affecting the trading price of our common stock until sustained performance improvements are evidenced. We receive significant revenue from a limited number of customers and distributors, with two individually representing more than 10% of consolidated revenue for each of the periods from June 30, 2025 to September 29, 2025 and September 30, 2025 to June 28, 2026. Many customer orders are made on a purchase order basis without long-term commitments. Therefore, these customers may alter their purchasing behavior with little or no notice to us for various reasons, including developing, or, in the case of our distributors, their customers developing, their own product solutions; choosing to purchase or distribute product from our competitors; incorrectly forecasting end market demand for their products; altering their purchasing practices as a result of our emergence from the Chapter 11 Cases and the implementation of the Plan; or experiencing a reduction in their market share in the markets for which they purchase our products. If our customers alter their purchasing behavior, if our customers' purchasing behavior does not match our…
  26. Changed Financial statements

    Cash down 29% from Jun 28, 2026

    $411M, was $576M.

    From the filings

    Before

    $576M

    Now

    $411M
  27. New MD&A

    No assurances can be made that the Company will successfully negotiate and enter into Definitive Agreements…

    New paragraph in MD&A.

    From the filings

    Now

    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.
  28. New MD&A

    The interest rate on the Facility is expected to be comparable to the U.S. Treasury rate of a similar…

    New paragraph in MD&A.

    From the filings

    Now

    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.
  29. New MD&A

    Entry into Definitive Agreements for the Expected U.S. Government Transaction and obtaining the conditional…

    New paragraph in MD&A.

    From the filings

    Now

    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.
  30. New MD&A

    In addition, the conditional obligation of the OSC to fund each tranche will be subject to the satisfaction…

    New paragraph in MD&A.

    From the filings

    Now

    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…
  31. New MD&A

    The Definitive Agreements would include certain representations, warranties, covenants (including financial…

    New paragraph in MD&A.

    From the filings

    Now

    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).
  32. New MD&A

    As an additional condition to entry into Definitive Agreements for the Expected U.S. Government Transaction…

    New paragraph in MD&A.

    From the filings

    Now

    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.
  33. New MD&A

    • $23 million decrease in write-downs related to customer-specific inventory we intend to scrap, partially…

    New paragraph in MD&A.

    From the filings

    Now

    • $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;
  34. New MD&A

    No assurances can be made that we will successfully negotiate and enter into Definitive Agreements or obtain…

    New paragraph in MD&A.

    From the filings

    Now

    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

and 22 more of the same kinds

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Cover page 22 changes

2 unchanged paragraphs

For the fiscal year ended June 28 , 2026

☒ ANNUAL QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2026

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4600 Silicon Drive 27703

Durham North Carolina 27703

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Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The aggregate market value of common stock held by non-affiliates of the registrant as of December 26, 2025, the last business day of the registrant's most recently completed second fiscal quarter, was $ 491,198,896 (based on the closing sale price of $17.95 per share).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the 2026 Annual Meeting of Shareholders to be held on or about October 27, 2026 are incorporated by reference into Part III.

For the Fiscal Year Ended June 28, 2026

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

The number of shares outstanding of the registrant's common stock, $0.00125 par value $0.00125 per share, outstanding as of August 13, October 30, 2026, was 52,995,396 53,581,878 .

For the Quarterly Period Ended September 27, 2026

Part I. Financial Information

MD&A 243 changes

Management's discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with the financial statements and the related notes that appear elsewhere in this document. This section of this Form 10-K generally discusses fiscal 2026 and 2025 items and year-to-year comparisons between fiscal 2026 and 2025. Discussions of 2024 items and year-to-year comparisons between fiscal 2025 and 2024 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 29, 2025 as filed with the SEC on August 26, 2025.

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.

The following discussion is designed to provide a better understanding of our audited unaudited consolidated financial statements, and notes thereto, including a brief discussion of our business and products, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with our the unaudited consolidated financial statements and the notes thereto included in Part II, I, Item 8 1 of this Quarterly Report, and the audited consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended June 28, 2026 (the "2026 Form 10-K"). Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods. Unless otherwise noted, the following information and discussion relates to our continuing operations.

Commitment Letter with the U.S. Department of War

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".

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.

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.

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.

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-value covenant on a pro forma basis), any combination of the other Qualifying Sources described in clauses (a) through (e) above. All Qualifying Sources received after June 28, 2026 are expected to count towards the satisfaction of the Minimum Contribution.

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).

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.

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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.

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).

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 the 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").

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), (the "Confirmation Order"), which, among other things, confirmed the Plan.

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 2, 1, "Basis of Presentation and Summary of Significant New Accounting Policies" and Note 3, "Emergence from Voluntary Reorganization under Chapter 11," Standards" to our consolidated financial statements in Part II, I, Item 8 1 of this Annual Quarterly Report for additional information.

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 Company's consolidated financial statements after the Effective Date are not comparable with the consolidated financial statements on or before that date. Refer to Note 4, "Fresh Start Accounting," to our consolidated financial statements in Part II, Item 8 of this Annual Report for additional information.

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• 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.

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• Diversifying our revenue and customer base;

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• Demonstrating strict financial discipline.

• Demonstrating financial discipline.

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Fiscal Quarters and Fiscal Years

Period from September 30, 2025 to June 28, 2026 ("Successor") and from June 30, 2025 to September 29, 2025 ("Predecessor") Compared to Twelve Months Ended June 29, 2025 (Predecessor)

Selected consolidated statement of operations data for the period from September 30, 2025 to June 28, 2026 (Successor), June 30, 2025 to September 29, 2025 (Predecessor) and for the twelve months ended June 29, 2025 is as follows:

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 4, "Fresh Start 1, "Basis of Presentation and New Accounting Standards," to our consolidated financial statements in Part II, I, Item 8 1 of this Annual Quarterly Report for further details.

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.

Our fiscal quarters end on the last Sunday of the month in September, December, March and June. Each fiscal quarter is generally 13 weeks as part of a 52-week fiscal year. Occasionally, we have a 53-week fiscal year, and in those instances, one quarter within the fiscal year is comprised of 14 weeks instead of 13 weeks. Our Predecessor period from June 30, 2025 to September 29, 2025 was a 13-week fiscal period. Our Successor period from September 30, 2025 to June 28, 2027 and 2026 was a 39-week fiscal period. Our 2025 fiscal year was a years are 52-week fiscal year. Our 2024 fiscal year was a 53-week fiscal year. years. The next 53-week fiscal year will be the Company's for our 2030 fiscal year.

Three Months Ended September 27, 2026 (Successor) Compared to Three Months Ended September 28, 2025 (Predecessor)

Consolidated statements of operations for the three months ended September 27, 2026 (Successor) and the three months ended September 28, 2025 (Predecessor), along with the change between the three months ended September 27, 2026 as compared to the three months ended September 28, 2025 were as follows:

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Period from September 30, 2025 to June 28, 2026 Period from June 30, 2025 to September 29, 2025 Fiscal Year Ended June 29, 2025 (in millions of U.S. Dollars, except share data) Amount % of Revenue Amount % of Revenue Amount % of Revenue

Power Products $324.7 69.3 % $131.8 67.0 % $414.0 54.6 %

Materials Products 143.6 30.7 % 65.0 33.0 % 343.6 45.4 %

Revenue, net 468.3 100.0 % 196.8 100.0 % 757.6 100.0 %

Cost of revenue, net 623.3 133.1 % 273.9 139.2 % 879.2 116.1 %

Gross (loss) profit (155.0) (33.1) % (77.1) (39.2) % (121.6) (16.1) %

Research and development 80.0 17.1 % 31.7 16.1 % 175.1 23.1 %

Sales, general and administrative 103.7 22.1 % 37.9 19.3 % 190.5 25.1 %

Factory start-up costs — — % — — % 85.2 11.2 %

Gain on disposal of property and equipment (5.4) (1.2) % (5.7) (2.9) % (20.0) (2.6) %

Goodwill impairment — — % — — % 359.2 47.4 %

Restructuring and other expenses 54.7 11.7 % 20.4 10.4 % 417.6 55.1 %

Operating loss (388.0) (82.9) % (161.4) (82.0) % (1,329.2) (175.4) %

Reorganization items, net — — % (563.4) (286.3) % — — %

Interest expense, net of capitalized interest 149.9 32.0 % 0.7 0.4 % 315.2 41.6 %

Non-operating income, net (123.5) (26.4) % (22.4) (11.4) % (25.5) (3.4) % (Loss) income before income taxes (414.4) (88.5) % 423.7 215.3 % (1,618.9) (213.7) %

Income tax (benefit) expense 1.4 0.3 % 3.5 1.8 % (9.7) (1.3) %

Net (loss) income ($415.8) (88.8) % $420.2 213.5 % ($1,609.2) (212.4) %

Basic (loss) earnings per share

Net (loss) income ($10.64) $2.69 ($11.39)

Diluted (loss) earnings per share

Net (loss) income ($10.64) $2.22 ($11.39)

Net sales for the Successor period ended June 28, 2026 and Predecessor period ended September 29, 2025 as compared to fiscal 2025 were down 12% primarily driven by the following:

• Net sales of our Power Product offerings increased due to stronger demand for our industrial applications products, partially attributable to the end-of-life buys associated with the closure of our Durham Fab, and growth in emerging applications for silicon carbide devices such as AI and data center applications, partially offset by a reduction in automotive demand and continued pricing pressure during the year.

Gross Profit and Gross Margin

The primary drivers of the decrease in gross profit and gross margin for the Successor period ended June 28, 2026 and Predecessor period ended September 29, 2025 compared to fiscal 2025 included :

• Higher underutilization costs during the Successor period ended June 28, 2026 and the Predecessor period ended September 29, 2025 , related to the achievement of production readiness at our Siler City facility, which expanded our materials 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 Siler City 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.

• $23 million of additional product costs in the Successor period ended June 28, 2026 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.

• $42 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 June 28, 2026.

• 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 ended June 28, 2026.

• 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"), a decrease in stock based compensation expense, and 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 4, "Fresh Start Accounting" and Note 18, "Restructuring," to our consolidated financial statements in Part II, Item 8 of this Annual Report for additional information.

Three months ended September 27, 2026 Three months ended September 28, 2025 Change (in millions of U.S. Dollars, except share data) Amount % Revenue Amount % Revenue $ %

Power products $116.8 75.4 % $131.8 67.0 % ($15.0) (11.4) %

Materials products 38.2 24.6 % 65.0 33.0 % (26.8) (41.2) %

Revenue, net 155.0 100.0 % 196.8 100.0 % (41.8) (21.2) %

Cost of revenue, net 189.0 121.9 % 273.9 139.2 % (84.9) (31.0) %

Gross loss (34.0) (21.9) % (77.1) (39.2) % 43.1 (55.9) %

Research and development 27.8 17.9 % 31.7 16.1 % (3.9) (12.3) %

Sales, general and administrative 39.9 25.7 % 37.9 19.3 % 2.0 5.3 %

Gain on sale of property and equipment (3.2) (2.1) % (5.7) (2.9) % 2.5 (43.9) %

Restructuring and other expenses 14.3 9.2 % 20.4 10.4 % (6.1) (29.9) %

Operating loss (112.8) (72.8) % (161.4) (82.0) % 48.6 (30.1) %

Reorganization items, net — — % 503.8 256.0 % (503.8) 100.0 %

Interest expense, net 40.0 25.8 % 0.7 0.4 % 39.3 5,614.3 %

Non-operating income, net (9.1) (5.9) % (22.4) (11.4) % 13.3 (59.4) %

Loss before income taxes (143.7) (92.7) % (643.5) (327.0) % 499.8 (77.7) %

Income tax expense 0.1 0.1 % 0.1 0.1 % — — %

Net loss ($143.8) (92.8) % ($643.6) (327.0) % $499.8 (77.7) %

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:

• Net sales 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 weaker end market demand. Additionally, we have continued to experience pricing pressure attributable to increased substrate supply, particularly from suppliers in China.

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.

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and 163 more changes in the filing

Market risk 2 changes

See the section entitled "Financial and Market Risks" included in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report.

For quantitative and qualitative disclosures about our market risks, see "Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk" of the 2026 Form 10-K.

Controls and procedures 14 changes

Disclosure Controls and Procedures

Changes to Internal Control Over Financial Reporting

In the course of our ongoing preparations for making management's report on internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, from time to time we have identified areas in need of improvement and have taken remedial actions to strengthen the affected controls as appropriate. We make these and other changes to enhance the effectiveness of our internal controls over financial reporting, which do not have a material effect on our overall internal control.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In making the assessment of internal control over financial reporting, our management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework). Based on that assessment and those criteria, management has concluded that our internal control over financial reporting was effective as of June 28, 2026.

The effectiveness of our internal control over financial reporting as of June 28, 2026 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report in Part II, Item 8 of this Annual Report.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of for the period covered by this Annual Report. quarter ended September 27, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, Form 10-Q, our disclosure controls and procedures are effective in that they provide reasonable assurances that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the SEC's rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We routinely review our internal control over financial reporting and from time to time make changes intended to enhance the effectiveness of our internal control over financial reporting. We will continue to evaluate the effectiveness of our disclosure controls and procedures and internal control over financial reporting on an ongoing basis and will take action as appropriate.

There have been No changes to our internal control over financial reporting as such term is defined were identified in management's evaluation pursuant to Rules 13a-15(f) 13a-15(d) and 15d-15(f) 15d-15(d) under the Exchange Act during the fourth first quarter of fiscal 2026 2027 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Legal proceedings 1 change

The information required by this item is set forth under Note 2, "Basis of Presentation and Summary of Significant Accounting Policies - Chapter 11 Cases", Note 3, "Emergence from Voluntary Reorganization under Chapter 11," and Note 16, 5, "Commitments and Contingencies," in to our unaudited consolidated financial statements included in Part II, I, Item 8 1 of this Annual Quarterly Report and is incorporated herein by reference.

Risk factors 193 changes

Described below are various risks and uncertainties that may affect our business. If any of the risks described below actually occurs, our business, financial condition or results of operations could be materially and adversely affected.

Risk categories and certain principal risks under each category include (each described more fully below):

– Risks related to the Chapter 11 Cases

• Historical financial information will not be indicative of our future performance.

• Impact of outstanding debt obligations.

• Influence of certain former holders of the Convertible Notes and Renesas.

• Reduced tax attributes due to cancellation of indebtedness.

• Impaired stakeholder confidence following emergence from the Chapter 11 Cases.

– Risks related to our markets and product demand

• Our dependence on a concentrated group of customers for significant revenue.

• Competition from established semiconductor companies and state-supported international players.

• Global silicon carbide market growth not developing as rapidly as anticipated.

• Our ability to introduce new products to new and established markets.

• Cyclical market patterns and potential downturns in our end markets.

• Distributors may not expand their customer base or anticipate demand.

• Global macroeconomic conditions could adversely impact our strategic direction.

• Tariffs or other trade restrictions could adversely impact our results of operations.

• Delays in product roadmap execution or misallocated research and development investments.

– Risks related to manufacturing and operational execution

• Manufacturing yield issues or failure to meet evolving quality standards.

• Our ability to achieve manufacturing cost targets and production yield goals.

• Our ability to balance customer demand with manufacturing capacity.

• Operational challenges in improving utilization at our manufacturing facilities.

• Environmental laws and regulations impacting manufacturing.

– Risks related to our overall business and operations

• Our ability to attract and retain qualified personnel in a competitive market.

• Cybersecurity threats, data breaches, and inadequate data protection controls.

• Our ability to protect our intellectual property rights.

• Delays in consolidating ERP systems that may hinder operational efficiency.

• The use or application of emerging technologies, including AI.

• Existing and potential future litigation.

• Changes in regulatory or accounting and tax positions.

– General risk factors

• Our reincorporation from North Carolina to Delaware.

• Our stock price has experienced and may continue to experience volatility.

• Disruptions from extreme weather events and natural disasters.

• The impact of pandemic outbreaks on our operations and supply chain.

• Changes in governmental policies and incentives.

• Supply chain disruptions adversely impacting our global supply dependencies.

• Reliance on local utilities and infrastructure at our manufacturing facilities

Risks Related to the Chapter 11 Cases

As a result of the Chapter 11 Cases, our historical financial information will not be indicative of our future performance, and we may not realize all of the intended benefits of the Chapter 11 Cases.

Following our emergence from the Chapter 11 Cases, our capital structure was significantly altered. As a result of the Chapter 11 Cases, our historical financial performance will not be indicative of our future financial performance. In addition, the amounts reported in subsequent consolidated financial statements may materially change relative to our historical consolidated financial statements. We adopted fresh start accounting, and accordingly, our assets and liabilities will be recorded at fair value as of the emergence date, which differs materially from the recorded values of assets and liabilities on our historical consolidated balance sheets. Our financial results after the adoption of fresh start accounting may be different from historical trends.

Furthermore, we may not realize any or all of the intended benefits of the Chapter 11 Cases, the benefits may not be on the terms or in the manner we expect, and the costs incurred may exceed the intended benefits. The occurrence of one or more of these events could have a material and adverse effect on our operations, financial condition and reputation and we cannot assure you that having been subject to bankruptcy proceedings will not adversely affect our operations in the future. Additionally, other risks we face, as described in this Annual Report, may be exacerbated by the impacts of our emergence from bankruptcy.

We have outstanding debt which could materially restrict our business and adversely affect our financial condition, liquidity and results of operations.

The level of our outstanding debt may adversely affect our operating results and financial condition by, among other things:

• increasing our vulnerability to downturns in our business, to competitive pressures and to adverse general economic and industry conditions;

• requiring the dedication of an increased portion of our expected cash flows from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures, or research and development;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

• placing us at a competitive disadvantage compared to our peers that may have less indebtedness than we have by limiting our ability to borrow additional funds needed to operate and grow our business and limiting our ability to pursue strategic acquisitions or other inorganic growth opportunities.

Our ability to pay interest and repay the principal for or to refinance any outstanding indebtedness under the New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes, the New 2L Non-Convertible Notes, the New Senior Secured Notes and the 1.5L Convertible Notes (in each case, as defined below) is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and/or raise additional capital, which is subject to economic, financial, competitive and other factors beyond our control. There can be no assurance that we will be able to manage any of these risks successfully.

The indenture governing the New Senior Secured Notes (the "New Senior Secured Notes Indenture") includes a liquidity maintenance financial covenant requiring us to have an aggregate amount of unrestricted cash and cash equivalents maintained in accounts over which the collateral agent for the New Senior Secured Notes has been granted a perfected first lien security interest of at least $350 million as of the last day of any calendar month. In addition, the New Senior Secured Notes Indenture, the indenture governing the New 2L Non-Convertible Notes (the "New 2L Non-Convertible Notes Indenture"), the indenture governing the New 2L Renesas Convertible Notes (the "New 2L Renesas Convertible Notes Indenture"), the indenture governing the New 2L Non-Renesas Convertible Notes (the "New 2L Non-Renesas Convertible Notes Indenture") and the indenture governing the 1.5L Convertible Notes (the "1.5L Convertible Notes Indenture"), in each case, contain certain restrictions that limit our ability to, among other things: incur additional indebtedness, dispose of assets, pay dividends on or redeem or repurchase shares of our common stock, $0.00125 par value per share ("New Common Stock") or other securities, create liens on assets, make investments and acquisitions or engage in mergers or consolidations, and engage in certain transactions with non-subsidiary guarantors and affiliates. The New Senior Secured Notes Indenture, the New 2L Non-Convertible Notes Indenture, the New 2L Renesas Convertible Notes Indenture, the New 2L Non-Renesas Convertible Notes Indenture and the 1.5L Convertible Notes Indenture (collectively, the "Indentures") also require us to make an offer to repurchase (i) the New Senior Secured Notes, or if the New Senior Secured Notes are redeemed in full, the New 2L Non-Convertible Notes or the 2L Convertible Notes, with 100% of the net cash proceeds of certain non-ordinary course asset sales and casualty events, subject to the ability to reinvest the proceeds of certain casualty events (subject to certain limitations), (ii) in the case of the New Senior Secured Notes, with 100% of the proceeds of certain Department of Energy sponsored financings and in specified amounts upon the receipt of certain extraordinary proceeds and (iii) in the case of the New Senior Secured Notes, the New 2L Non-Convertible Notes, the New 2L Renesas Convertible Notes, the New 2L Non-Renesas Convertible Notes, and the 1.5L Convertible Notes, in full upon a change of control. The restrictions imposed by the Indentures could limit our ability to plan for or react to changing business conditions or could otherwise restrict our business activities and plans (including impairing our ability to obtain other financing). Our ability to comply with the covenants and restrictions imposed by the Indentures is subject to various risks and uncertainties beyond our control. Failure to comply with any of the restrictions and covenants in the Indentures or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions. A default would permit holders of the New Senior Secured Notes, the New 2L Non-Convertible Notes, the New 2L Renesas Convertible Notes or the New 2L Non-Renesas Convertible Notes or the 1.5L Convertible Notes, as applicable, to accelerate the maturity of the debt under these arrangements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under our Indentures.

Additionally, we are exposed to market value fluctuations and inherent interest rate risk related to our investment portfolio. We have historically invested portions of our available cash in fixed interest rate securities such as high-grade corporate debt, commercial paper, municipal bonds, certificates of deposit, government securities and other fixed interest rate investments. The primary objective of our cash investment policy is preservation of principal. However, these investments are generally not Federal Deposit Insurance Corporation insured and may lose value and/or become illiquid regardless of their credit rating. From time to time, we have also made investments in public and private companies that engage in complementary businesses, which investments are subject to fluctuations in market value. Any fluctuations in the value of our investment portfolio could further impact our ability to address outstanding debt obligations and continue operations.

Certain former convertible noteholders and Renesas may significantly influence matters submitted to stockholders.

Certain former holders of our convertible notes and Renesas have acquired significant ownership interests in our common stock pursuant to the Plan. These stockholders may control outcomes of actions requiring stockholder approval, including director elections, without other stockholders' approval. This concentration could: facilitate or hinder negotiated changes of control; allow for the appointment of board majorities, influencing management and strategy; affect corporate governance, business strategies, and capital allocation; impact stock liquidity, trading price, and volatility; create conflicts if major holders' interests diverge from other stockholders; and either attract or deter potential acquirers.

We may issue additional shares of common stock in connection with the exercise of the warrant issued to Renesas, or the conversion of the outstanding New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes or 1.5L Convertible Notes, which would result in significant dilution to stockholders.

We may issue additional shares of common stock in connection with outstanding securities that are exercisable or convertible into common stock. Any future exercise of the outstanding warrant issued to Renesas to purchase an aggregate of 4,943,555 shares of the Company's common stock or the conversion of the New 2L Renesas Convertible Notes, New 2L Non-Renesas Convertible Notes or 1.5L Convertible Notes may result in significant dilution to existing stockholders.

We are required to reduce tax attributes due to cancellation of indebtedness income.

Generally, any discharge of our debt obligations for an amount less than the debt's adjusted issue price will give rise to cancellation of debt ("COD") income. Under Section 108 of the Internal Revenue Code of 1986, as amended (the "Code"), a taxpayer is required to exclude COD from gross income if the debtor is under the jurisdiction of a court in a case under Chapter 11 of the Bankruptcy Code and the discharge of debt occurs pursuant to that proceeding. As a consequence of such an exclusion, a taxpayer generally must reduce certain of its tax attributes by the amount of COD income that it excluded from gross income. U.S. federal income tax attributes subject to reduction generally include (i) net operating losses ("NOLs") and NOL carryforwards; (ii) general business credit carryovers; (iii) capital loss carryovers; (iv) tax basis in assets; and (v) foreign tax credit carryovers.

As a result of the implementation of the Plan, we realized a substantial amount of COD income for U.S. federal income tax purposes and our tax attributes will be subject to the foregoing attribute reduction rules. The attribute reduction resulted in a reduction to our net operating losses generated during fiscal 2026 and prior years, which may have an adverse effect on our future cash flow.

Impaired stakeholder confidence and weakened relationships following Chapter 11 emergence may adversely affect our business.

Our emergence from the Chapter 11 Cases on the Effective Date may continue to adversely affect our business, operations, and stakeholder relationships. Customer and vendor confidence may remain impaired, potentially causing: reduced orders or order cancellations; unfavorable contract terms or reluctance by third parties to enter new agreements on acceptable terms or at all; competitive disadvantages as customers shift business to competitors perceived as more stable; and ongoing reputational harm in our markets.

Additionally, investors and capital markets may require demonstrated operational and financial recovery before fully restoring confidence, potentially limiting our access to capital on favorable terms or affecting the trading price of our common stock until sustained performance improvements are evidenced.

Risks Related to Our Markets and Product Demand

Our dependence on a concentrated customer base creates revenue vulnerability.

We receive significant revenue from a limited number of customers and distributors, with two individually representing more than 10% of consolidated revenue for each of the periods from June 30, 2025 to September 29, 2025 and September 30, 2025 to June 28, 2026. Many customer orders are made on a purchase order basis without long-term commitments. Therefore, these customers may alter their purchasing behavior with little or no notice to us for various reasons, including developing, or, in the case of our distributors, their customers developing, their own product solutions; choosing to purchase or distribute product from our competitors; incorrectly forecasting end market demand for their products; altering their purchasing practices as a result of our emergence from the Chapter 11 Cases and the implementation of the Plan; or experiencing a reduction in their market share in the markets for which they purchase our products. If our customers alter their purchasing behavior, if our customers' purchasing behavior does not match our expectations, or if we encounter any problems collecting amounts due from them, our business, financial condition, and results of operations could be negatively impacted.

Furthermore, we continue to expand into new markets and new market segments. Many of our existing customers who purchase our silicon carbide substrate materials develop and manufacture devices, die and components using those wafers that are offered in the same power market. As a result, some of our current customers perceive us as a competitor in these market segments. In response, our customers may reduce or discontinue their orders for our substrate materials. This reduction in or discontinuation of orders could occur faster than our sales growth in these new markets, which could adversely affect our business, financial condition, and results of operations.

Competition from established semiconductor companies and state-supported international players threatens our market position .

The markets for our products are highly competitive. In the semiconductor market, we compete with companies that have greater market share, name recognition, distribution, government subsidies and sales channels, and/or technical resources than we do, as well as state-supported international players who may have access to significant resources. Competitors continue to offer new products with aggressive pricing, additional features and improved performance. Aggressive pricing actions by our competitors in our businesses could reduce margins if we are not able to reduce costs at an equal or greater rate than the sales price decline. Competitors may form strategic alliances with key customers, leading to further pricing pressure and reduced market share. Our inability to recover substantial development, engineering, and manufacturing costs—particularly significant given our current underutilization costs at the Mohawk Valley and Siler City facilities, softening demand and continued price pressure in certain applications could compound these challenges.

As competition increases, we need to continue to develop new products that meet or exceed the needs of our customers. Therefore, our ability to continually produce more efficient and lower cost power and materials products that meet the evolving needs of our customers will be critical to our success. Competitors may also try to align with some of our strategic customers. This could lead to lower prices for our products, reduced demand for our products and a corresponding reduction in our ability to recover development, engineering and manufacturing costs. Any of these developments could adversely affect our business, financial condition, and results of operations.

Our growth depends on the adoption of our products, which is impacted by trends in the global silicon carbide market and customer behavior in response to those trends.

Our growth depends significantly on adoption of our products within served markets and our ability to influence adoption rates. The semiconductor industry is characterized by rapid technological change, high capital expenditures, short product life cycles, and continuous process technology advancements. Markets we serve are in different adoption stages and characterized by constant change, rapid obsolescence, price erosion, evolving standards, and supply-demand fluctuations. As markets mature, additional fluctuations may result from customer base variability and consolidations, characterized by lower product demand, production overcapacity, higher inventory levels, aggressive competitor pricing, longer lead times for key components, supply delays, and production disruptions. We have experienced and may continue experiencing these conditions, which could adversely affect our business, financial condition, and results of operations.

Our ability to develop and introduce new products that are adopted by customers, in new and established markets, will impact our ability to successfully grow our business.

Our future success depends on our ability to deliver new, higher-performing and/or lower-cost solutions for existing and new markets and customer acceptance of those solutions. We have experienced delays in completing development, introduction, and qualification of new products. Our research and development efforts address increasingly complex problems, and not all projects will succeed. The semiconductor industry is characterized by rapid technological change, and our ability to compete effectively depends on our continued innovation in silicon carbide technology and our capacity to anticipate and respond to evolving customer requirements across automotive, industrial, energy, and AI data center applications. AI-related demand for our products is an emerging and rapidly evolving market opportunity, and the expected timing and magnitude of such demand may change significantly.

Successful development, introduction, and acceptance of our products depend on multiple critical factors. These include qualification and acceptance of new product and system designs, especially for automotive applications requiring stringent reliability and safety standards. We must also rely on our customers' ability to develop competitive products incorporating our solutions, as well as market acceptance of both our products and our customers' end products. The effective transfer of complex products from development to manufacturing presents significant challenges, which requires substantial capital investment and process refinement. Additional factors necessary for successful development include timely and cost-effective product introduction, achieving technology breakthroughs necessary for commercially viable products, and converting design-ins (customer commitments to purchase our products) to significant volume sales over multi-year qualification cycles.

Our ability to succeed also requires accurate prediction of market requirements, the capability to predict, influence, and react to evolving industry standards, and acceptance of new technology in certain markets where silicon carbide solutions compete with established silicon-based alternatives. We must maintain robust intellectual property protection, ensure availability of qualified research and development personnel in a competitive labor market, complete designs and development activities on schedule, and develop repeatable processes for manufacturing new products in sufficient quantities with desired specifications at competitive costs. If any of these factors become problematic, we may not deliver and introduce new products in a timely or cost-effective manner. Our continued focus on accelerating the transition to 200mm substrate production is critical to achieving manufacturing scale and cost competitiveness. Any inability to balance production capacity with customer demands or continue this transition in a timely and cost-effective manner would negatively impact our competitive position, business, financial condition, and results of operations.

Cyclical market patterns and potential downturns in our end markets could impact demand, which could cause volatility in our revenue and profitability.

Industries we serve experience significant supply-demand and pricing fluctuations affecting our revenue and profitability. The semiconductor industry's rapid technological change, high capital expenditures, short product life cycles, and continuous advancements create volatility. Market maturity brings variability from customer base changes and consolidations, characterized by low demand, overcapacity, higher inventories, and aggressive pricing. We have experienced and may continue experiencing these conditions, which could adversely impact our business, financial condition, and results of operations.

Distributors may not expand their customer base or effectively anticipate demand.

We sell a portion of our products through distributors, including one that represented over 10% of revenue during each of the periods from June 30, 2025 to September 29, 2025 and September 30, 2025 to June 28, 2026. We depend on distributors to expand their customer base and anticipate demand. Their success directly impacts our growth and profitability. Distributors must balance adequate inventory against obsolescence risk—particularly relevant for technology products—based on market cycles and internal factors largely outside our control. Both we and our distributors may be required to shift business relationships based on product availability, performance, and strategic priorities.

and 113 more changes in the filing

Other information 2 changes

Rule 10b5-1 Trading Plans

During the fiscal quarter ended June 28, September 27, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation S-K ).

Exhibits 62 changes

(a)(1) and (2) The financial statements and reports of independent registered public accounting firm are filed as part of this Annual Report (see "Index to Consolidated Financial Statements" at Item 8). The financial statement schedules are not included in this item as they are either not applicable or are included as part of the consolidated financial statements.

(a)(3) The following exhibits have been or are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:

2 unchanged paragraphs

Asset Purchase Agreement, dated October 18, 2020, between Cree, Inc., SMART Global Holdings, Inc. and Chili Acquisition, Inc., as amended 8-K 2.1 3/2/2021

Asset Purchase Agreement, dated August 22, 2023, between Wolfspeed, Inc. and MACOM Technology Solutions Holdings Inc. 8-K/A 2.1 8/28/2023

Joint Prepackaged Chapter 11 Plan of Reorganization of Wolfspeed, Inc. and Its Debtor Affiliate 8-K 2.2 9/10/2025

Certificate of Incorporation of Wolfspeed, Inc. 8-A 3.1 9/26/2025

Bylaws of Wolfspeed, Inc. 8-A 3.2 9/26/2025

Description of the Registered Securities X

Indenture, dated as of September 29, 2025, by and among Wolfspeed, Inc., the Subsidiary Guarantors party thereto from time to time and U.S. Bank Trust Company, National Association 8-K 4.1 9/30/2025

Form of Senior Secured Note due 2030 (included as Exhibit A to Exhibit 4.2) 8-K 4.2 9/30/2025

Indenture, dated as of September 29, 2025, by and among Wolfspeed, Inc., the Subsidiary Guarantors party thereto from time to time, and U.S. Bank Trust Company, National Association 8-K 4.3 9/30/2025

Form of 7.0%/12.00% Second Lien Senior Secured PIK Toggle Notes due 2031 (included as Exhibit A to Exhibit 4.4) 8-K 4.4 9/30/2025

Indenture, dated as of September 29, 2025, by and among Wolfspeed, Inc., the Subsidiary Guarantors party thereto from time to time and U.S. Bank Trust Company, National Association 8-K 4.5 9/30/2025

Form of 2.5% Convertible Second Lien Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.6) 8-K 4.6 9/30/2025

Indenture, dated as of September 29, 2025, by and among Wolfspeed, Inc., the Subsidiary Guarantors part thereto from time to time and U.S. Bank Trust Company, National Association 8-K 4.7 9/30/2025

Form of 3.5% Convertible Second Lien Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.8) 8-K 4.8 9/30/2025

Form of Pre-Funded Warrant 8-K 4.1 3/19/2026

Indenture, dated as of March 26, 2026, by and among Wolfspeed, Inc., the Subsidiary Guarantor party thereto from time to time and U.S. Bank Trust Company, National Association 8-K 4.1 3/26/2026

Form of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.11) 8-K 4.2 3/26/2026

First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association 8-K 4.3 3/26/2026

First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association 8-K 4.4 3/26/2026

First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association 8-K 4.5 3/26/2026

First Supplemental Indenture, dated as of March 26, 2026, among Wolfspeed, Inc., the Subsidiary Guarantor party thereto and U.S. Bank Trust Company, National Association 8-K 4.6 3/26/2026

Warrant, dated September 29, 2025, by and between Wolfspeed, Inc. and Renesas Electronics America Inc. 8-K 10.1 9/30/2025

Investor Rights and Disposition Agreement, dated September 29, 2025, by and between Wolfspeed, Inc. and Renesas Electronics America Inc 8-K 10.2 9/30/2025

Registration Rights Agreement, dated September 29, 2025, by and between Wolfspeed, Inc. and the holders party thereto 8-K 10.3 9/30/2025

Form of Securities Purchase Agreement, dated March 19, 2026, by and among the Wolfspeed, Inc. and the Investors party thereto 8-K 10.1 3/19/2026

Form of Registration Rights Agreement 8-K 10.2 3/19/2026

Form of Note Subscription Agreement, dated March 19, 2026, by and among the Wolfspeed, Inc., Wolfspeed Texas, LLC and the Investor parties thereto 8-K 10.3 3/19/2026

2025 Long-Term Incentive Compensation Plan 8-K 10.4 9/30/2025

Form of Restricted Stock Unit Award Agreement under the Wolfspeed, Inc. 2025 Long-Term Incentive Compensation Plan 10-Q 10.9 2/6/2026

2025 Management Incentive Compensation Plan 8-K .5 9/30/2025

Form of Restricted Stock Unit Award Agreement under the Wolfspeed, Inc. 2025 Management Incentive Compensation Plan 8-K 10.4 12/15/2025

Form of Restricted Stock Unit Award Agreement under the Wolfspeed, Inc. 2025 Management Incentive Compensation Plan for Non-Employee Directors 10-Q 10.8 2/6/2026

Wolfspeed Severance Plan - Senior Leadership Team, Plan Document and Summary Plan Description, as amended and restated 10-K 10.22 8/22/2024

Form of Participation Agreement Under Wolfspeed Severance Plan - Senior Leadership Team X

Employment Agreement, dated March 27, 2025, between Wolfspeed, Inc. and Robert Feurle 8-K 10.1 3/27/2025

First Amendment to Employment Agreement, dated December 12, 2025, between Wolfspeed, Inc. and Robert Feurle 8-K 10.1 12/15/2025

Employment Agreement, dated May 22, 2025, between Wolfspeed, Inc. and David Emerson 8-K 10.1 5/23/2025

First Amendment to Employment Agreement, dated December 12, 2025, between Wolfspeed, Inc. and David Emerson, Ph.D. 8-K 10.3 12/15/2025

Employment Agreement, dated January 14, 2026, between Wolfspeed, Inc. and Gregor van Issum 8-K 10.1 1/15/2026

Retention Agreement with Kevin Speirits effective May 23, 2025 8-K 10.1 5/28/2025

Separation and General Release Agreement, dated August 14, 2026, between Wolfspeed, Inc. and Kevin Speirits X

Wolfspeed Bonus Plan for Fiscal Year 2026 X

Form of Wolfspeed, Inc. Indemnification Agreement 10-Q 10.6 11/7/2025

Restructuring Support Agreement, dated as of June 22, 2025, by and among Wolfspeed, Inc., Wolfspeed Texas LLC, the Consenting Noteholders and Renesas 8-K 10.1 6/23/2025

Rights Offering Backstop Commitment Agreement, dated as of June 22, 2025, by and among Wolfspeed, Inc., Wolfspeed Texas LLC, and the Commitment Parties 8-K 10.2 6/23/2025

Securities Trading Policy X

Subsidiaries of the Company X

Consent of PricewaterhouseCoopers LLP (Predecessor) X

Consent of PricewaterhouseCoopers LLP (Successor) X

Form of Performance Stock Unit Award Agreement under the Wolfspeed, Inc. 2025 Management Incentive Compensation Plan 8-K 10.5 12/15/2025 X

4 unchanged paragraphs

Wolfspeed, Inc. Compensation Recovery Policy 10-K 97.1 8/22/2024

101 The following materials from Wolfspeed, Inc.'s Annual Quarterly Report on Form 10-K 10-Q for the fiscal year quarter ended June 28, September 27, 2026 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statements of Cash Flows; Stockholders' Equity; (v) Consolidated Statements of Stockholders' Equity; Cash Flows; and (vi) Notes to Consolidated Financial Statements X

104 The cover page from the Wolfspeed, Inc.'s Annual Quarterly Report on Form 10-K 10-Q for the fiscal year quarter ended June 28, September 27, 2026 formatted in Inline XBRL (included in Exhibit 101)

1 unchanged paragraph

** Portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish a copy of all omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.

^ Portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The omitted information is not material and is the type of information that the Company customarily and actually treats as private and confidential. The registrant under undertakes to furnish an unredacted copy of the exhibits to the U.S. Securities and Exchange Commission upon its request.

† Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both not material and are the type that the registrant treats as private or confidential. The registrant undertakes to furnish an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon its request.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ Gregor van Issum

Chief Financial Officer

(Authorized Officer and Principal Financial and Accounting Officer)

Unchanged: Mine Safety Disclosures

Only in this filing: Financial Statements (Unaudited), Unregistered sales of stock, Defaults on senior securities

Only in the earlier filing: Form 10-K Summary, Business, Unresolved Staff Comments, Cybersecurity, Properties, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, Reserved, Financial statements, Notes to the financial statements, Note 13: Net (Loss) Income Per Share, Note 1: Business, Note 2: Basis of Presentation and Summary of Significant Accounting Policies, Note 3: Emergence from Voluntary Reorganization under Chapter 11, Note 4: Fresh Start Accounting, Note 5: Discontinued Operations, Note 6: Revenue Recognition, Note 7: Leases, Note 8: Investments, Note 9: Fair Value of Financial Instruments, Note 10: Intangible Assets, Note 11: Debt, Note 12: Stockholders' Equity and Pre-funded Warrants, Note 14: Stock-Based Compensation, Note 15: Income Taxes, Note 16: Commitments and Contingencies, Note 17: Concentrations of Risk, Note 18: Restructuring, Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, Management, Executive compensation, Principal stockholders, Related-party transactions, Principal Accountant Fees and Services

Compared by code from the two filings' text and XBRL. Not advice.

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