WOLFSPEED, INC.

false 0000895419 0000895419 2026-10-07 2026-10-07 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2026 WOLFSPEED, INC. (Exact name of registrant as specified in its charter) Delaware 001-40863 56-1572719 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 4600 Silicon Drive Durham , North Carolina 27703 (Address of principal executive offices) (Zip Code) (919) 407-5300 Registrant’s telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.00125 par value WOLF New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 7.01. Regulation FD Disclosure On October 7, 2026, Wolfspeed, Inc. (the “ Company ”) issued a press release announcing the entry into a conditional commitment letter for the Expected U.S. Government Transaction (as defined below), a copy of which is furnished herewith as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished under Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference into any filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing. Item 8.01. Other Events On October 7, 2026, the Company 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 first lien senior secured notes due 2030 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 the date of this Current Report on Form 8-K, 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