Form SCHEDULE 13G/A WOLFSPEED, INC. Filed by: Renesas Electronics America Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Wolfspeed, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Renesas Electronics America Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,745,855.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
39.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Renesas Electronics Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,745,855.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
39.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Item 9 is based on (i) 16,852,372 shares of Common Stock and (ii) 1,893,483 shares of Common Stock currently issuable upon conversion of the Issuer's 2.5% Convertible Second Lien Senior Secured Notes due 2031 (the "Convertible Notes") held by Renesas Electronics America Inc. ("REA") (the "Currently Issuable Shares").
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Wolfspeed, Inc. | |
| (b) | Address of issuer's principal executive offices:
4600 Silicon Drive, Durham, NC, 27703 | |
| Item 2. | ||
| (a) | Name of person filing:
Renesas Electronics America Inc. | |
| (b) | Address or principal business office or, if none, residence:
6024 Silver Creek Valley Road, San Jose, CA 95138 | |
| (c) | Citizenship:
CA | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover pages hereto. The number of Current Issuable Shares gives effect to the 39.9% beneficial ownership limitation, effective as of January 29, 2026, pursuant to the investor rights and disposition agreement, dated September 29, 2025, by and between REA and the Issuer. In this regard, the reported amount does not include 9,202,764 shares of Common Stock that would be issuable upon conversion of the Convertible Notes or 4,943,555 shares of Common Stock that would be issuable upon the exercise of the warrant to purchase Common Stock of the Issuer held by REA, in each case, if the reporting persons were not subject to the 39.9% beneficial ownership limitation.
Item 11 is based on 45,088,611 shares of Common Stock outstanding as of February 28, 2026, as reported on the Issuer's prospectus filed pursuant to rule 424(b)(3) on March 18, 2026, plus the Currently Issuable Shares.
Renesas Electronics Corporation, as the sole shareholder of REA, may be deemed to have beneficial ownership of the securities beneficially owned by REA. | |
| (b) | Percent of class:
See response to Item 11 on the cover pages hereto and to Item 4(a) hereof. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 JOINT FILING STATEMENT |
ATTACHMENTS / EXHIBITS
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