Wolfspeed Announces \$475.9 Million Private Placement to Strengthen Capital Structure and Accelerate Growth in High-Voltage Markets

Key Highlights

• Wolfspeed, Inc. (NYSE: WOLF) has entered into privately negotiated subscription agreements to raise approximately \$475.9 million in gross proceeds through the issuance of Convertible Notes, Common Stock, and Pre-Funded Warrants.
• The proceeds will be used to redeem outstanding higher-cost Senior Notes, which is expected to reduce annual interest expense and total debt.
• The financing is structured to strengthen Wolfspeed’s balance sheet and support strategic initiatives to diversify into high-growth markets, including AI data centers, industrial and energy, and aerospace and defense sectors.
• The Convertible Notes feature a 3.5% interest rate, a 20% conversion premium, and are secured by substantially all company assets.
• New common shares are being issued at a 10% premium to market, signaling confidence from new and existing investors.

Transaction Details

On March 19, 2026, Wolfspeed announced it had entered into subscription agreements with a group of new and existing institutional investors. The company will issue:

• \$379 million aggregate principal amount of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031
• 3,250,030 shares of common stock at \$18.458 per share (representing a 10% premium to the previous closing price of \$16.78 on March 18, 2026)
• Pre-Funded Warrants to purchase up to 2,000,000 shares of common stock at \$18.448 per warrant

The Private Placements are expected to close on March 26, 2026, subject to customary closing conditions. The gross proceeds are earmarked to redeem approximately \$475.9 million of Wolfspeed’s existing Senior Notes.

Strategic Rationale and Shareholder Impact

This transaction is expected to have a direct, positive impact on Wolfspeed’s financial health by:

• Reducing higher-cost debt and annual interest expense, thereby improving profitability and cash flow.
• Strengthening the balance sheet, which will provide Wolfspeed with greater flexibility to pursue opportunities in rapidly growing, high-voltage application markets such as AI data centers, industrial and energy, and aerospace and defense.
• Demonstrating continued support from institutional investors through the purchase of shares at a premium, which may be viewed as a bullish signal by the market.

The company’s efforts to proactively manage its capital structure, especially in a high interest rate environment, signal management’s commitment to long-term value creation. This move could be price-sensitive as it improves Wolfspeed’s credit profile and positions the company for future growth in emerging, high-value markets.

Terms of the Convertible Notes

• The Notes carry a 3.5% cash interest rate, payable semi-annually, and mature on March 15, 2031.
• The Notes are guaranteed on a senior, secured basis by Wolfspeed Texas LLC and are secured by substantially all assets of the company and the guarantor.
• The initial conversion rate is 49.6623 shares per \$1,000 principal, equivalent to a conversion price of approximately \$20.14—a 20% premium to the closing price on March 18, 2026.
• Noteholders may convert at any time (subject to limitations), and Wolfspeed may redeem the notes under certain conditions after March 20, 2028, if the stock price exceeds defined thresholds relative to the conversion price.
• In the event of a “fundamental change,” holders can require Wolfspeed to repurchase their notes for cash at par plus accrued interest.

About the Pre-Funded Warrants

• Each Pre-Funded Warrant entitles the holder to purchase one share of common stock at an exercise price of \$0.01, subject to anti-dilution adjustments.
• Warrants provide investors with additional upside participation while limiting immediate dilution.

Placement Agents and Legal Matters

Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC, and William Blair & Company acted as placement agents and financial advisors. J. Wood Capital Advisors LLC also acted as a financial advisor.

Registration and Resale

The securities offered have not been registered under the Securities Act of 1933 and may not be resold in the U.S. absent registration or an applicable exemption. Wolfspeed has agreed to file a registration statement with the SEC to facilitate the resale of the newly issued shares and shares underlying the Pre-Funded Warrants.

Forward-Looking Statements and Risks

Investors should be aware that completion of the transaction is subject to market and closing conditions. There are risks that the offering may not be consummated, or that the proceeds may not be applied as currently intended. Wolfspeed’s ability to execute its strategy depends on numerous factors, including market dynamics and its operating performance.

Contact

Investor Relations:
Tyler Gronbach, Vice President of External Affairs
919-407-4820
[email protected]

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. All investments involve risk, including possible loss of principal. Readers should conduct their own due diligence and consult with financial advisors before making investment decisions. Forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from those projected.

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