CORPORATE STRATEGY Renesas becomes strategic shareholder in Wolfspeed

Wolfspeed, Inc., announced that the Committee on Foreign Investment in the United States (“CFIUS”) has formally cleared the Company’s issuance of equity to Renesas Electronics America Inc., completing a key component of Wolfspeed’s previously announced restructuring agreement with its lender group in support of its Chapter 11 process.

“CFIUS clearance represents the final milestone in the execution of our prepackaged restructuring,” said Wolfspeed CEO, Robert Feurle. “With this phase behind us, Wolfspeed is fully focused on broadening and diversifying our customer base, expanding our leadership in SiC power devices, and scaling with discipline across our global manufacturing footprint. We believe these actions position Wolfspeed to capture long-term growth while operating with sharper commercial execution and capital efficiency.”

Renesas, a Tokyo-based global leader in advanced semiconductor solutions who was a pre-petition creditor of Wolfspeed, agreed to convert its outstanding unsecured loan into a combination of equity and secured convertible debt as part of the court-approved restructuring plan. Following CFIUS clearance, Renesas will also receive a seat on Wolfspeed’s Board of Directors, and has appointed Aris Bolisay, who serves as Renesas's vice president of finance.

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Due to Renesas acquiring a substantial equity position in a U.S. semiconductor manufacturer and the right to appoint a member of Wolfspeed’s Board of Directors, the transaction required review and clearance by the CFIUS. With this authorization secured, the escrowed shares are now cleared for release to Renesas.

In conjunction with clearing the final milestone and the Renesas equity release, Wolfspeed will also release the remaining 2% allocation of common stock to its legacy pre-petition equity holders. This distribution represents the final tranche of the 5% equity recovery granted to shareholders under the court-approved restructuring plan. The initial 3% was distributed on the plan’s effective date in September, with the remaining 2% held in escrow pending receipt of CFIUS and other regulatory approvals. With CFIUS clearance now obtained, the full equity recovery will be complete.

Total share count update

Following the completion of these equity issuances, Wolfspeed’s total shares of common stock outstanding will increase to approximately 45.1 million. This reflects the issuance of 16,852,372 shares to Renesas, the final 2% equity recovery to be distributed to pre-petition shareholders, representing 871,287 shares, and approximately 1.5 million shares issued pursuant to prior conversions of the Company’s second lien convertible notes. This total excludes any shares that may be issued in the future under the Company’s convertible notes, warrants, management incentive compensation plan or long-term incentive compensation plan.