SCHEDULE: Renesas Discloses 56% Stake in Wolfspeed

Renesas Electronics America Inc. and its parent company have reported a 56.0% beneficial ownership in Wolfspeed, Inc. common stock.

Summary

• Renesas Electronics America Inc. and its parent, Renesas Electronics Corporation, jointly reported beneficial ownership of 32,892,174 shares of Wolfspeed, Inc. common stock.
• This represents 56.0% of Wolfspeed's outstanding common stock.
• The ownership includes 16,852,372 shares of common stock, 11,096,247 shares issuable from 2.5% Convertible Second Lien Senior Secured Notes due 2031, and 4,943,555 shares issuable from a warrant.
• The percentage calculation is based on 25,855,390 common shares outstanding as of October 14, 2025, as reported in Wolfspeed's Definitive Proxy Statement, plus the additional shares held in reserve for Renesas.
• Renesas Electronics America Inc. currently holds no sole or shared voting power over these shares.
• Renesas Electronics America Inc. and Renesas Electronics Corporation share dispositive power over all 32,892,174 shares.

Sentiment

Score: 7

Explanation: The disclosure of a substantial 56% beneficial ownership by a major industry player like Renesas is generally positive, signaling strong strategic interest and potential future collaboration. However, the current restriction on voting power until regulatory approvals introduces a minor element of uncertainty, preventing a higher score.

Positives

• Renesas Electronics America Inc. and Renesas Electronics Corporation hold a significant 56.0% beneficial ownership stake in Wolfspeed, Inc., indicating a strong strategic commitment.
• The substantial investment by a major semiconductor player like Renesas could signal confidence in Wolfspeed's long-term prospects and technology.

Negatives

• Renesas Electronics America Inc. currently cannot exercise voting power over the 'REA Reserve Shares' until certain regulatory approvals are received.

Risks

• The ability of Renesas Electronics America Inc. to exercise voting power over a significant portion of its beneficial ownership is contingent upon receiving unspecified regulatory approvals.

Future Outlook

The ability of Renesas Electronics America Inc. to fully exercise voting power over its significant beneficial ownership in Wolfspeed, Inc. is contingent upon receiving certain regulatory approvals, indicating a future milestone for the full realization of its governance rights.

Management Comments

• Takahiro Homma signed the joint filing statement as Authorized Signatory for Renesas Electronics America Inc. and as General Counsel for Renesas Electronics Corporation.

Industry Context

Renesas Electronics Corporation is a global leader in microcontrollers, analog, power, and SoC products, while Wolfspeed, Inc. is a pioneer in silicon carbide (SiC) technology, crucial for high-efficiency power electronics. This significant stake by Renesas underscores the strategic importance of SiC technology in the broader semiconductor industry, particularly for applications in electric vehicles, renewable energy, and industrial power. The investment suggests a deepening strategic alignment or partnership in the rapidly growing power semiconductor market.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders of Wolfspeed, Inc. will observe a substantial portion of the company's equity now under the beneficial ownership of a major strategic industry player, Renesas.
• This significant ownership could signal potential future strategic collaborations or integration, impacting employees, customers, and suppliers.

Next Steps

• Renesas Electronics America Inc. needs to obtain certain regulatory approvals to exercise voting power over the 'REA Reserve Shares'.

Key Dates

Keywords

Wolfspeed, Renesas, Schedule 13G, Beneficial Ownership, Common Stock, Convertible Notes, Warrant, Semiconductor, Power Electronics, Strategic Investment