Wolfspeed, Inc 8-K, filed Jul 1, 2025

About this 8-K

Items reported

Wolfspeed, Inc. (WOLF)

8-K 2025-07-01 For: 2025-06-30

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Added on April 08, 2026

Wolfspeed, Inc filed this 8-K on July 1, 2025, reporting on events of June 30, 2025.

Supplement Documents, that $5,000,000 of such Commitment Fee Amount shall be held in escrow as part of the Contingent Additional Consideration, and released to such Holders of Allowed Commitment Fee Claims entitled thereto no later than five (5) Business Days after the Debtors and Renesas, as applicable, obtain Regulatory Approvals prior to a Regulatory Trigger Deadline; provided, however, to the extent the Regulatory Trigger Deadline occurs before Regulatory Approvals are obtained, each Holder of a Commitment Fee Claim agrees that the Commitment Fee Amount shall be reduced by such $5,000,000, and distribution of such reduced Commitment Fee Amount shall be in full and final satisfaction, release, and discharge of its Allowed Commitment Fee Claim.

Class 2: Other Priority Claims

On or as soon as reasonably practicable after the Effective Date, except to the extent that a Holder of an Allowed Other Priority Claim agrees to less favorable treatment of its Allowed Other Priority Claim, in full and final satisfaction, settlement, release, and discharge and in exchange for each Allowed Other Priority Claim, on the Effective Date, each Holder of an Allowed Other Priority Claim shall receive treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code.

Unimpaired

(Not entitled to vote – presumed to accept)

Class 3: Senior

Secured Notes

Claims

On or as soon as reasonably practicable after the Effective Date, except to the extent that a Holder of an Allowed Senior Secured Notes Claim agrees to less favorable treatment of its Allowed Senior Secured Notes Claim, in full and final satisfaction, settlement, release, and discharge and in exchange for each Allowed Senior Secured Notes Claim, on the Effective Date, each Holder of an Allowed Senior Secured Notes Claim shall receive its Pro Rata Share of: (i) the New Senior Secured Notes; and (ii) the Effective Date Cash Payment.

Impaired

(Entitled to vote)

Item 1.03: Bankruptcy or receivership
Item 2.04: Debt obligation accelerated or increased
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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4600 Silicon Drive
Durham	North Carolina	27703
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.00125 par value	WOLF	New York Stock Exchange


Exhibit No.		Description of Exhibit

99.1		Disclosure Statement for the Company Prepackaged Chapter 11 Plan of Reorganization, dated June 27, 2025

99.2		Press Release, dated June 30, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


WOLFSPEED, INC.

By:		/s/ Melissa Garrett
		Melissa Garrett
		Senior Vice President and General Counsel


------------------------------------------------------------	x
	:
In re:	:	Chapter 11
	:
WOLFSPEED, INC., et al.,	:	Case No. 25-_______ (____)
	:
Debtors. ¹	:	(Joint Administration Requested)
	:
------------------------------------------------------------	x


HUNTON ANDREWS KURTH LLP		LATHAM & WATKINS LLP
Timothy A. (“Tad”) Davidson II (Texas Bar		Ray C. Schrock (NY Bar No. 4860631)
No. 24012503)		Alexander W. Welch (NY Bar No. 5624861)
Ashley L. Harper (Texas Bar No. 24065272)		Keith A. Simon (NY Bar No. 4636007)
Philip M. Guffy (Texas Bar No. 24113705)		Eric L. Einhorn (NY Bar No. 5568845)
600 Travis Street, Suite 4200		1271 Avenue of the Americas
Houston, Texas 77002		New York, New York 10020
Telephone: (713) 220-4200		Telephone: (212) 906-1200


			Page

I. INTRODUCTION				1

	A.	Overview of Restructuring Transactions		1
	B.	Summary of Plan Classification and Treatment of Claims		4
	C.	Inquiries		10

II. OVERVIEW OF THE DEBTORS’ BUSINESS OPERATIONS				10

	A.	History and Formation		10
	B.	Current Business Operations		11

III. CORPORATE AND CAPITAL STRUCTURE				12

	A.	Corporate Structure		12
	B.	Corporate Governance		13
	C.	Capital Structure		14

IV. KEY EVENTS LEADING TO COMMENCEMENT OF CHAPTER 11 CASES				16

	A.	Challenges Facing Debtors’ Business		16
	B.	Formation of Special Committee and Special Committee Investigation		18
	C.	Prepetition Restructuring Efforts		18
	D.	Restructuring Support Agreement and Plan		20

V. PENDING LITIGATION				21

VI. ANTICIPATED EVENTS DURING CHAPTER 11 CASES				22

	A.	Commencement of Chapter 11 Cases		22
	B.	First-Day Motions		22
	C.	Procedural Motions		23
	D.	Confirmation Hearing		23
	E.	Timetable for the Chapter 11 Cases		23

VII. TRANSFER RESTRICTIONS AND CONSEQUENCES UNDER FEDERAL SECURITIES LAWS				24

	A.	Section 1145 of the Bankruptcy Code Exemption and Subsequent Transfers		25
	B.	Restricted Securities		25
	C.	Section 4(a)(2) of the Securities Act Exemption and Subsequent Transfers		27



VIII. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN			28

	A.	Proposed U.S. Tax Legislation	31
	B.	Consequences to Debtors	31
	C.	Consequences to Holders of Claims	35

IX. CERTAIN RISK FACTORS TO BE CONSIDERED			64

	A.	Certain Bankruptcy Law Considerations	64
	B.	Additional Factors Affecting the Value of Reorganized Debtors	68
	C.	Factors Relating to New 2L Convertible Notes Rights Offering	73
	D.	Factors Relating to the Capital Structure of the Reorganized Debtors	74
	E.	Factors Relating to Securities to Be Issued Under Plan	77
	F.	Additional Factors	81

X. VOTING PROCEDURES AND REQUIREMENTS			82

	A.	Voting Procedures	82
	B.	Parties Entitled to Vote	83
	C.	Voting Deadline	84
	D.	Voting Procedures	85
	E.	Waivers of Defects, Irregularities, etc.	86
	F.	Notice of Non-Voting Status	87
	G.	Opt-Out Form	87
	H.	Further Information, Additional Copies	87

XI. CONFIRMATION OF PLAN			87

	A.	Confirmation Hearing	87
	B.	Objections to Confirmation	87
	C.	Requirements for Confirmation of Plan	89

XII. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF PLAN			94

	A.	Alternative Plan of Reorganization	94
	B.	Sale Under Section 363 of the Bankruptcy Code	94
	C.	Liquidation under Chapter 7 of Bankruptcy Code	94

XIII. CONCLUSION AND RECOMMENDATION			95


EXHIBIT A		Plan

EXHIBIT B		Restructuring Support Agreement

EXHIBIT C		Organizational Structure

EXHIBIT D		Liquidation Analysis

EXHIBIT E		Financial Projections

EXHIBIT F		Valuation Analysis


Class 7: Intercompany Claims	On or as soon as reasonably practicable after the Effective Date, all Intercompany Claims shall be either: (i) Reinstated; or (ii) set off, settled, distributed, contributed, merged, canceled, or released, in each case, in the discretion of the Debtors or Reorganized Debtors, as applicable, and with the consent of the Required Consenting Creditors.	Unimpaired / Impaired (Not entitled to vote – presumed to accept / deemed to reject)	0% / 100%

Class 8: Intercompany Interests	On or as soon as reasonably practicable after the Effective Date, all Intercompany Interests shall be either: (i) Reinstated; or (ii) set off, settled, distributed, contributed, merged, canceled, or released, in each case, in the discretion of the Debtors or Reorganized Debtors, as applicable, and with the consent of the Required Consenting Creditors.	Unimpaired / Impaired (Not entitled to vote – presumed to accept / deemed to reject)	0% / 100%

Class 9: 510(b) Claims	510(b) Claims shall be Unimpaired and shall, unless otherwise set forth in this Plan with respect to such Claim, continue in the ordinary course.	Unimpaired (Not entitled to vote – presumed to accept)	100%

Class 10: Existing Equity Interests	On the Effective Date or as soon as reasonably practicable thereafter, each Holder of an Allowed Existing Equity Interest shall receive its Pro Rata Share of the Equity Recovery (subject to dilution from the conversion of the New 2L Convertible Notes (including those issued on account of the Backstop Premium), the conversion of the New Renesas 2L Takeback Convertible Notes, Incentive Plans, and the	Impaired (Not entitled to vote – deemed to reject)	N/A


		exercise of the Renesas Warrants); provided, that, if the Distribution Event occurs, the Equity Recovery shall be reduced from 5.0% to 3.0% of the New Common Stock. On the Effective Date, all Existing Equity Interests and other Interests shall be cancelled, released, extinguished, and of no further force and effect.


Deadline to commence the Chapter 11 Cases		July 1, 2025

Deadline for entry of the Cash Collateral Order		3 days after the Petition Date on an interim basis; 45 days after the Petition Date on a final basis

Deadline for entry an order approving the Disclosure Statement		75 days after the Petition Date

Deadline for entry of the Backstop Order		75 days after the Petition Date

Deadline for entry of the Confirmation Order		75 days after the Petition Date

Deadline for the Effective Date		4 months after the Petition Date⁴


Name		Position
Thomas H. Werner		Director, Chairman of the Board
Stacy J. Smith		Director
Glenda M. Dorchak		Director
John C. Hodge		Director
Darren R. Jackson		Director
Duy-Loan T. Le		Director
Marvin A. Riley		Director
Paul V. Walsh, Jr.		Director
Mark Jensen		Director
Robert Feurle		Director and CEO, Wolfspeed, Inc.


As of Anticipated Petition Date: Approximate Principal Amount Plus Accrued and Unpaid Interest	Funded Debt ($ millions)
Senior Secured Notes		1,525
Total Secured Debt		1,525
2026 Convertible Notes		577
2028 Convertible Notes		751
2029 Convertible Notes		1,769
Renesas Loans		2,127
Total Funded Debt		6,749


Respectfully submitted, Wolfspeed, Inc. and
Wolfspeed Texas LLC

By:		/s/ Daniel Hugo
Name:		Daniel Hugo
Title:		Deputy Chief Restructuring Officer


		Page

ARTICLE I. DEFINITIONS AND INTERPRETATION			1

A.	Definitions		1
B.	Interpretation; Application of Definitions and Rules of Construction		23
C.	Computation of Time		24
D.	Reference to Monetary Figures		24
E.	Reference to the Debtors or the Reorganized Debtors		24
F.	Controlling Document		24
G.	Consultation, Notice, Information, and Consent Rights		24

ARTICLE II. ADMINISTRATIVE, PRIORITY TAX, AND PROFESSIONAL FEE CLAIMS			25

2.1.	Administrative Claims		25
2.2.	Priority Tax Claims		25
2.3.	Restructuring Expenses		25
2.4.	Professional Fee Claims		26
2.5.	Professional Fee Escrow		26
2.6.	Professional Fee Claims Estimate		26
2.7.	Backstop Premium.		27
2.8.	Post-Confirmation Date Fees and Expenses		27

ARTICLE III. CLASSIFICATION OF CLAIMS AND INTERESTS			27

3.1.	Classification in General		27
3.2.	Formation of Debtor Groups for Convenience Only		27
3.3.	Summary of Classification		27
3.4.	Special Provision Governing Unimpaired Claims		28
3.5.	Elimination of Vacant Classes		28
3.6.	No Waiver		29
3.7.	Voting Classes; Presumed Acceptance by Non-Voting Classes		29

ARTICLE IV. TREATMENT OF CLAIMS AND INTERESTS			29

4.1.	Other Secured Claims (Class 1)		29
4.2.	Other Priority Claims (Class 2)		30
4.3.	Senior Secured Notes Claims (Class 3)		30
4.4.	Convertible Notes Claims (Class 4)		30
4.5.	Renesas Claims (Class 5)		31
4.6.	General Unsecured Claims (Class 6)		31
4.7.	Intercompany Claims (Class 7)		32
4.8.	Intercompany Interests (Class 8)		32
4.9.	510(b) Claims (Class 9)		33
4.10.	Existing Equity Interests (Class 10)		33


ARTICLE V. MEANS FOR IMPLEMENTATION		33

5.1.	Compromise and Settlement of Claims, Interests, and Controversies	33
5.2.	Continued Corporate Existence; Effectuating Documents; Corporate Action; Restructuring Transactions	34
5.3.	Intercompany Interests; Corporate Reorganization	35
5.4.	New Notes Documents	35
5.5.	New 2L Convertible Notes Rights Offering	36
5.6.	Section 1145 Exemption	36
5.7.	Disposition Agreement	38
5.8.	Renesas Warrants; Settlement of Warrants and New Renesas 2L Takeback Convertible Notes	39
5.9.	Cancellation of Existing Securities and Agreements	39
5.10.	Cancellation of Liens; Existing Equity Interests, and other Interests	40
5.11.	Officers and Boards of Directors	41
5.12.	Incentive Plans	41
5.13.	Authorization, Issuance, and Delivery of Plan Securities	41
5.14.	Regulatory Approvals	42
5.15.	Nonconsensual Confirmation	42
5.16.	Resale & Registration Rights	42
5.17.	Closing of the Chapter 11 Cases	43
5.18.	Notice of Effective Date	43
5.19.	Separate Plans	43

ARTICLE VI. DISTRIBUTIONS		43

6.1.	Distributions Generally	43
6.2.	Distribution Record Date	43
6.3.	Date of Distributions	44
6.4.	Delivery of Distributions to Senior Secured Notes and Convertible Notes.	44
6.5.	Distribution Agent	45
6.6.	Rights and Powers of Distribution Agent	45
6.7.	Expenses of Distribution Agent	45
6.8.	No Postpetition Interest	45
6.9.	Delivery of Distributions	46
6.10.	Distributions as of Effective Date	46
6.11.	Unclaimed Property	46
6.12.	Time Bar to Cash Payments	46
6.13.	Manner of Payment under Plan	46
6.14.	Satisfaction of Claims	47
6.15.	Fractional Stock	47
6.16.	Minimum Cash Distributions	47
6.17.	Setoffs	47
6.18.	Allocation of Distributions Between Principal and Interest	48
6.19.	No Distribution in Excess of Amount of Allowed Claim	48
6.20.	Withholding, Reporting Requirement, and Intended Tax Treatment	48


6.21.		48
6.22.	Release of Contingent Additional Consideration	50
6.23.	Release of Base Consideration & Contingent Additional Consideration.	50

ARTICLE VII. PROCEDURES FOR DISPUTED CLAIMS		50

7.1.	Disputed Claims Generally	50
7.2.	Objections to Claims	51
7.3.	Estimation of Claims	51
7.4.	Disallowance of Claims	52
7.5.	No Distributions Pending Allowance	52
7.6.	Distributions after Allowance	52
7.7.	Claim Resolution Procedures Cumulative	52
7.8.	Single Satisfaction of Claims and Interests	52

ARTICLE VIII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES		52

8.1.	Assumption or Rejection of Executory Contracts and Unexpired Leases	52
8.2.	Payments Related to Assumption of Executory Contracts and Unexpired Leases	54
8.3.	Claims on Account of the Rejection of Executory Contracts or Unexpired Leases	54
8.4.	Survival of the Debtors’ Indemnification Obligations	54
8.5.	Employee Plans	55
8.6.	Insurance Policies	55
8.7.	Intellectual Property Licenses and Agreements	56
8.8.	Assignment	56
8.9.	Modifications, Amendments, Supplements, Restatements, or Other Agreements	56
8.10.	Reservation of Rights	57

ARTICLE IX. CONDITIONS PRECEDENT TO CONSUMMATION OF THIS PLAN		57

9.1.	Conditions Precedent to the Effective Date	57
9.2.	Timing of Conditions Precedent	58
9.3.	Waiver of Conditions Precedent	58
9.4.	Effect of Non-Occurrence of the Effective Date	59

ARTICLE X. EFFECT OF CONFIRMATION AND CONSUMMATION OF PLAN		59

10.1.	Vesting of Assets in the Reorganized Debtors	59
10.2.	Binding Effect	59
10.3.	Discharge of Claims and Termination of Interests	60
10.4.	Term of Injunctions or Stays	60
10.5.	Permanent Injunction	60
10.6.	Releases	61
10.7.	Exculpation	63


10.8.	Retention of Causes of Action/Reservation of Rights	64
10.9.	Ipso Facto and Similar Provisions Ineffective	64
10.10.	Solicitation of Plan	65
10.11.	Corporate and Limited Liability Company Action	65

ARTICLE XI. RETENTION OF JURISDICTION		65

11.1.	Retention of Jurisdiction	65
11.2.	Courts of Competent Jurisdiction	67

ARTICLE XII. MISCELLANEOUS PROVISIONS		67

12.1.	Payment of Statutory Fees	67
12.2.	Substantial Consummation of this Plan	67
12.3.	Request for Expedited Determination of Taxes	67
12.4.	Exemption from Certain Transfer Taxes	68
12.5.	Amendments	68
12.6.	Effectuating Documents and Further Transactions	68
12.7.	Revocation or Withdrawal of this Plan	69
12.8.	Severability of Plan Provisions	69
12.9.	Governing Law	69
12.10.	Time	69
12.11.	Dates of Actions to Implement this Plan	69
12.12.	Immediate Binding Effect	70
12.13.	Deemed Acts	70
12.14.	Successor and Assigns	70
12.15.	Entire Agreement	70
12.16.	Exhibits to Plan	70
12.17.	Notices	70


Class	Designation	Treatment	Entitled to Vote
1	Other Secured Claims	Unimpaired	No (Presumed to Accept)
2	Other Priority Claims	Unimpaired	No (Presumed to Accept)
3	*Senior Secured Notes Claims*	*Impaired*	*Yes*
4	*Convertible Notes Claims*	*Impaired*	*Yes*
5	*Renesas Claims*	*Impaired*	*Yes*
6	General Unsecured Claims	Unimpaired	No (Presumed to Accept)
7	Intercompany Claims	Unimpaired / Impaired	No (Presumed to Accept / Deemed to Reject)
8	Intercompany Interests	Unimpaired / Impaired	No (Presumed to Accept / Deemed to Reject)
9	510(b) Claims	Unimpaired	No (Presumed to Accept)
10	Existing Equity Interests	Impaired	No (Deemed to Reject)


Respectfully submitted,

By:		/s/ Daniel Hugo

Name:		Daniel Hugo
Title:		Deputy Chief Restructuring Officer

On behalf of Wolfspeed, Inc. and its Debtor Affiliate


Term Sheet

Restructuring Overview

Overview and Implementation		The Company Parties executed the Restructuring Support Agreement with the Consenting Noteholders and Renesas pursuant to which the parties shall agree to support the Transactions. After the Agreement Effective Date, the Debtors shall commence prepackaged Chapter 11 Cases in the Bankruptcy Court on or before July 1, 2025, and the Transactions will be effectuated and implemented pursuant to the Definitive Documents. The Company will, at least one Business Day prior to the Petition Date, launch a voting solicitation of the Plan of Eligible Holders from the holders of Senior Secured Notes Claims, Convertible Notes Claims, and Renesas Claims. The vote of the holders of Senior Secured Notes Claims shall be deemed to be a direction to the Senior Secured Notes Trustee to effectuate the Transactions. The vote of the holders of Convertible Notes Claims shall be deemed to be a direction to the Convertible Notes Trustees to effectuate the Transactions.

Debtors		Debtors (as defined in the RSA, Wolfspeed and Wolfspeed Texas) will commence Chapter 11 Cases in the Bankruptcy Court on the Petition Date.

Existing Capital Structure		(i) (Senior Secured Notes) The Senior Secured Notes due June 23, 2030 (the “*Senior Secured Notes” and holders of Senior Secured Notes, the “Senior Secured Noteholders”) governed by that certain Amended and Restated Indenture, dated as of October 11, 2024 (as amended or supplemented prior to the Agreement Effective Date, the “Senior Secured Notes Indenture”), among Wolfspeed, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Senior Secured Notes Trustee”), which Senior Secured Notes have $1,513.5 million in principal outstanding as of the last day of Wolfspeed’s fiscal quarter most recently ended prior to the date hereof for which financial statements are available. (ii) (2026 Convertible Notes) Notes held by holders of Wolfspeed’s 1.75% Convertible Senior Notes due May 1, 2026 (the “2026 Convertible Notes” and such holders, the “2026 Noteholders”) issued pursuant to that certain Indenture, dated as of April 21, 2020 (the “2026 Notes Indenture”), by and between Wolfspeed and U.S. Bank Trust Company, National Association, as trustee (the “2026 Notes Trustee*”), which 2026 Convertible Notes have $575.0 million in principal outstanding as of the last day of Wolfspeed’s fiscal quarter most recently ended prior to the date hereof for which financial statements are available.



		(iii) (2028 Convertible Notes) Notes held by holders of Wolfspeed’s 0.25% Convertible Senior Notes due February 15, 2028 (the “*2028 Convertible Notes” and such holders, the “2028 Noteholders”) issued pursuant to that certain Indenture, dated as of February 3, 2022 (the “2028 Notes Indenture”), by and between Wolfspeed and U.S. Bank Trust Company, National Association, as trustee (the “2028 Notes Trustee”), which 2028 Convertible Notes have $750.0 million in principal outstanding as of the last day of Wolfspeed’s fiscal quarter most recently ended prior to the date hereof for which financial statements are available. (iv) (2029 Convertible Notes) Notes held by holders of Wolfspeed’s 1.875% Convertible Senior Notes due December 1, 2029 (the “2029 Convertible Notes” and, together with the 2026 Convertible Notes and 2028 Convertible Notes, the “Convertible Notes” and such holders of the 2029 Convertible Notes, the “2029 Noteholders” and, together with the 2026 Noteholders and 2028 Noteholders, the “Convertible Noteholders”) issued pursuant to that certain Indenture, dated as of November 21, 2022 (the “2029 Notes Indenture”), by and between Wolfspeed and U.S. Bank Trust Company, National Association, as trustee (the “2029 Notes Trustee” and, together with the 2026 Notes Trustee and 2028 Notes Trustee, the “Convertible Notes Trustees”), which 2029 Convertible Notes have $1,750.0 million in principal outstanding as of the last day of Wolfspeed’s fiscal quarter most recently ended prior to the date hereof for which financial statements are available. (v) (Renesas Loans) Loans held by Renesas pursuant to that certain Unsecured Customer Refundable Deposit Agreement, dated as of July 5, 2023 (as amended to date, the “CRD*”), by and between Wolfspeed and Renesas, which CRD has $2,062.0 million of principal outstanding as of the last day of Wolfspeed’s fiscal quarter most recently ended prior to the date hereof for which financial statements are available.

Use of Cash Collateral		The Company will be authorized to use cash collateral (as defined in section 363(a) of the Bankruptcy Code) of the Senior Secured Noteholders with the consent of the Senior Secured Notes Trustee, acting at the direction of the Consenting Senior Secured Noteholders, on terms and conditions that are mutually acceptable to the Company and the Consenting Senior Secured Noteholders as set forth in an order that shall be in the form attached hereto as Exhibit 3. On the Commitment Fee Payment Date (as defined in that certain Note Purchase Agreement, dated as of October 11, 2024 (as amended or supplemented prior to the Agreement Effective Date, the “*Note Purchase Agreement*”)) occurring on June 23, 2025, Wolfspeed shall pay 100% of the Commitment Fee (as defined in the Note Purchase Agreement) due on such date, on the terms set forth in the Note Purchase Agreement. In the event the Petition Date occurs on or before June 23, 2025, such obligation will be set forth in the Cash Collateral Order. The Cash Collateral Order shall provide that (i) June 23, 2025 shall be deemed to be a “Commitment Termination Trigger Date” (as defined in the Note Purchase Agreement); and (2) the Commitment Termination Trigger Date Commitment Fee (as defined in the Note Purchase Agreement) shall



		be payable to eligible Senior Secured Noteholders on the Plan Effective Date in accordance with the Plan in an amount equal to 50% of the amount of such Commitment Termination Trigger Date Commitment Fee (the “*Commitment Fee Amount”) (for the avoidance of doubt, the other 50% of the amount of such Commitment Termination Trigger Date Commitment Fee shall be waived on the Plan Effective Date); provided*, that $5 million of such Commitment Fee Amount shall be held in escrow as part of the Contingent Additional Consideration, and released to those Senior Secured Noteholders entitled thereto no later than 5 business days after the Company and Renesas, as applicable, obtain Regulatory Approvals (as defined in the Restructuring Support Agreement) prior to a Regulatory Trigger Deadline (as defined in the Contingent Consideration Term Sheet). For the avoidance of doubt, and subject to the above and as will be further set forth in the Cash Collateral Order, the Company shall pay all interest, other fees, and other amounts in cash when due under the Amended SSN Indenture (as defined below).

Senior Secured Notes Amendment / New Securities

Senior Secured Notes Amendment		On the Agreement Effective Date, Wolfspeed, the subsidiary guarantors party to the Senior Secured Notes Indenture and the Senior Secured Notes Trustee (with the consent of the Consenting Senior Secured Noteholders) shall enter into a supplemental indenture to the Senior Secured Notes Indenture (the “*Senior Secured Notes Amendment” and the Senior Secured Notes Indenture, as amended by the Senior Secured Notes Amendment, the “Amended SSN Indenture”). The Senior Secured Notes Amendment will provide for the following: • Wolfspeed Germany GmbH (“Wolfspeed Germany*”) shall be released as a subsidiary guarantor of the Senior Secured Notes on or before the Petition Date and the Note Parties (as defined in the Amended SSN Indenture) shall be prohibited from transferring any of their assets to Wolfspeed Germany, except pursuant to permitted “investment” baskets under the Senior Secured Notes Indenture (provided that in no event shall Wolfspeed Germany be permitted to cease to be an “immaterial subsidiary” during the pendency of the Chapter 11 Cases). • Any Net Proceeds (as defined in the Senior Secured Notes Indenture) received by Wolfspeed in connection with the sale of Building 21 (as described in item 2 of Schedule 8.05 of the Senior Secured Notes Indenture) shall be carved out of the mandatory repurchase requirement in Section 3.02(b) of the Senior Secured Notes Indenture.

New Senior Secured Notes		On the Plan Effective Date, Wolfspeed shall (i) issue new senior secured notes (the “*New Senior Secured Notes”), guaranteed by Wolfspeed Texas, pursuant to a new indenture (the “New Senior Secured Notes Indenture*”) in a principal amount equal to the Allowed amount of the Senior Secured Notes Claims minus (a) any premium included in the Make-Whole Amount (as defined in the Senior Secured Notes Indenture) arising solely from the



		Indebtedness” permitted to be incurred under the New Senior Secured Notes Indenture, so long as such “Permitted Refinancing Indebtedness” has an interest rate (and any cash component thereof) equal to or less than the debt it refinances. For the avoidance of doubt, no other payments in respect of Junior Financing will be permitted. To the fullest extent permitted under law, the New Senior Secured Notes shall be exempt from registration pursuant to Section 4(a)(2) of the Securities Act or, if such exemption is not available, as provided by section 1145 of the Bankruptcy Code, except to the extent the recipient is an “underwriter” as defined in Section 1145(b) of the Bankruptcy Code, in which case the issuance thereto shall be pursuant to Section 4(a)(2) or another applicable exemption.

New 2L Takeback Notes		On the Plan Effective Date, Wolfspeed shall issue new notes to be guaranteed by Wolfspeed Texas and secured on a second-priority basis by liens on all of Wolfspeed’s and Wolfspeed Texas’s assets that secure the New Senior Secured Notes, subject to permitted liens and certain exceptions consistent with those in the New Senior Secured Notes Indenture, on terms agreed to among Wolfspeed and the Required Consenting Creditors (the “*New 2L Takeback Notes”), including: • Amount: $296³ million • Renesas Reserve Basket: The indenture shall provide for a basket of $15 million additional New 2L Takeback Notes on account of the potential issuance of additional notes upon the Regulatory Trigger Deadline (the “Renesas Reserve Basket*”). To the extent the Regulatory Trigger Deadline does not occur, no additional notes shall be issued pursuant to the Renesas Reserve Basket. • Interest: 7.0% cash or 12.0% PIK, at Wolfspeed’s sole discretion, payable semi-annually. • Maturity: June 15, 2031. • Call Protection: The New 2L Takeback Notes shall be non-callable for a two-year period immediately following the Plan Effective Date. Thereafter, Wolfspeed shall have the right to redeem, at any time, the New 2L Takeback Notes at a cash redemption price equal to par plus accrued but unpaid interest. • Guarantees and Collateral: To include guarantee and collateral provisions (including in respect of additional guarantees and collateral) consistent with the guarantee and collateral provisions included in the New Senior Secured Notes. For the avoidance of doubt, the documentation with respect to the New 2L Takeback Notes shall provide that (x) any subsidiary of the Company that guarantees the New Senior Secured Notes, the New Renesas 2L Takeback Convertible Notes or the New 2L Convertible Notes (or any refinancing indebtedness in respect of the foregoing) at closing


		or thereafter shall also guarantee the New 2L Takeback Notes and (y) any assets of the Company or its subsidiaries that secures the New Senior Secured Notes, the New Renesas 2L Takeback Convertible Notes and/or the New 2L Convertible Notes (or any refinancing indebtedness in respect of the foregoing) shall also secure the New 2L Takeback Notes.⁴ • Covenants: Usual and customary high-yield covenants, to be drafted by reference to the covenants and related definitions for the New Senior Secured Notes Indenture (with appropriate adjustments reflective of usual and customary provisions and definitions for high-yield securities issued in a Rule 144A/Reg S marketed offering and excluding, for the avoidance of doubt, any liquidity or financial maintenance covenants, which covenants shall be negotiated in good faith giving due regard to the documentation principles set forth in this parenthetical) with baskets consistent with, and no less favorable to Wolfspeed than, the New Senior Secured Notes (subject to customary step-backs and modifications to be agreed); provided, that for the avoidance of doubt, that any negative covenants shall not be more onerous than the negative covenants in the New Senior Secured Notes Indenture (the foregoing, collectively, the “*Precedent Documentation*”). For the avoidance of doubt, the New 2L Takeback Notes shall in no event be senior or pari passu in lien priority (but not payment priority) to the New Senior Secured Notes. The indenture governing the New 2L Takeback Notes shall allow for the implementation of the Contingent Consideration Term Sheet without any penalty or restriction on the Company. To the fullest extent permitted under law, the New 2L Takeback Notes shall be issued pursuant to the exemption from registration provided by section 1145 of the Bankruptcy Code, except to the extent the recipient is an “underwriter” as defined in Section 1145(b) of the Bankruptcy Code, in which case the issuance thereto shall be pursuant to Section 4(a)(2) of the Securities Act or another applicable exemption.

New Renesas 2L Takeback Convertible Notes		On the Plan Effective Date, Wolfspeed shall issue to Renesas new convertible notes on the terms set forth or referenced below and to be guaranteed by Wolfspeed Texas LLC and secured on a second-priority basis by liens on all of Wolfspeed and Wolfspeed Texas LLC’s assets that secure the New Senior Secured Notes, subject to permitted liens and certain exceptions consistent with those in the New 2L Convertible Notes and the New 2L Takeback Notes (the “*New Renesas 2L Takeback Convertible Notes”); provided*, that it is intended that the New Renesas 2L Takeback Convertible Notes shall be on substantially the same terms as the New 2L Convertible Notes referenced above (other than the following):


		• Covenants: Usual and customary high-yield covenants, to be drafted by reference to the covenants and related definitions for the New Senior Secured Notes Indenture (with appropriate adjustments reflective of usual and customary provisions and definitions for high-yield securities issued in a Rule 144A/Reg S marketed offering and excluding, for the avoidance of doubt, any liquidity or financial maintenance covenants, which covenants shall be negotiated in good faith giving due regard to the documentation principles set forth in this parenthetical) with baskets consistent with, and no less favorable to Wolfspeed than, the New Senior Secured Notes (subject to customary step-backs and modifications to be agreed); provided, that for the avoidance of doubt, that any negative covenants shall not be more onerous than the negative covenants in the New Senior Secured Notes Indenture. • Conversion Expiration Date. The New Renesas 2L Takeback Convertible Notes shall become non-convertible twenty-four (24) months from the Plan Effective Date. For the avoidance of doubt, the New Renesas 2L Takeback Convertible Notes shall in no event be senior or pari passu in lien priority (but not payment priority) to the New Senior Secured Notes. The indenture governing the New Renesas 2L Takeback Convertible Notes shall allow for the implementation of the Contingent Consideration Term Sheet without any penalty or restriction on the Company. To the fullest extent permitted under law, the New Renesas 2L Takeback Convertible Notes shall be issued pursuant to the exemption from registration provided by section 1145 of the Bankruptcy Code, except to the extent the recipient is an “underwriter” as defined in Section 1145(b) of the Bankruptcy Code, in which case the issuance thereto shall be pursuant to Section 4(a)(2) of the Securities Act or another applicable exemption.

New 2L Convertible Notes		On the Plan Effective Date, Wolfspeed shall issue new convertible notes to be guaranteed by Wolfspeed Texas LLC and secured on a second-priority basis by liens on all of Wolfspeed’s and Wolfspeed Texas LLC’s assets that secure the New Senior Secured Notes, subject to permitted liens and certain exceptions consistent with those in the New 2L Takeback Notes, on the same terms (with respect to restrictive covenants (except for the reporting and merger covenants, which will be substantially consistent with the Company’s existing convertible notes indenture) and security) and the same intercreditor agreements as the New 2L Takeback Notes (the “*New 2L Convertible Notes” and, together with the New 2L Takeback Notes and New Renesas 2L Takeback Convertible Notes, the “2L Notes*”), including: • Amount: $331.38 million in the aggregate, of which $301.13 million will be issued on account of new money at a discount to face amount as described below, to be fully backstopped by the Backstop Parties as detailed herein, and the remainder to be issued on account of the premium described below.


		• Issue Price: • OID. The New 2L Convertible Notes shall be offered at a price of 91.3242% of the face amount thereof to all holders that participate in the New 2L Convertible Notes Rights Offering (as defined below), including for purposes of the Initial Backstop Parties’ Premium, the Backstop Holdback Allocation, and the commitment to purchase unsubscribed New 2L Convertible Notes. • Guarantees and Collateral: To include guarantee and collateral provisions (including in respect of additional guarantees and collateral) consistent with the guarantee and collateral provisions included in the New Senior Secured Notes. For the avoidance of doubt, the documentation with respect to the New 2L Convertible Notes shall provide that (x) any subsidiary of the Company that guarantees the New Senior Secured Notes, the New 2L Takeback Notes or the New Renesas 2L Takeback Convertible Notes (or any refinancing indebtedness in respect of the foregoing) at closing or thereafter shall also guarantee the New 2L Convertible Notes and (y) any assets of the Company or its subsidiaries that secures the New Senior Secured Notes, the New 2L Takeback Notes and/or the New Renesas 2L Takeback Convertible Notes (or any refinancing indebtedness in respect of the foregoing) shall also secure the New 2L Convertible Notes. ⁸ • Covenants: Substantially consistent with the New 2L Takeback Notes (except as noted in the lead-in to this section and for customary changes related to convertible notes); provided, for the avoidance of doubt, that any negative covenants shall not be more onerous than the negative covenants in the New Senior Secured Notes Indenture. For the avoidance of doubt, the New 2L Convertible Notes shall in no event be senior or pari passu in lien priority (but not payment priority) to the New Senior Secured Notes. The indenture governing the New 2L Convertible Notes shall allow for the implementation of the Contingent Consideration Term Sheet without any penalty or restriction on the Company.

New 2L Convertible Notes Rights Offering		Wolfspeed will conduct a rights offering (the “*New 2L Convertible Notes Rights Offering”) subject to agreed rights offering procedures whereby all holders of Convertible Notes Claims shall be eligible to participate to subscribe for their Pro Rata Share of up to $301.13 million of New 2L Convertible Notes, at a purchase price of 91.3242% of the principal amount thereof (the “New 2L Convertible Notes Rights”); provided, however*, (i) 20.0% of the New 2L Convertible Notes to be issued by Wolfspeed


		pursuant to the New 2L Convertible Notes Rights Offering shall be reserved exclusively for the Initial Backstop Parties (the “*Initial Backstop Parties’ Premium”), and (ii) 20.0% of the New 2L Convertible Notes to be issued by Wolfspeed pursuant to the New 2L Convertible Notes Rights Offering shall be reserved exclusively for the Backstop Parties (including, for the avoidance of doubt, the Initial Backstop Parties) (the “Backstop Holdback Allocation*”). The New 2L Convertible Notes Rights Offering shall benefit to the fullest extent permitted by law from the exemption from registration provided by section 1145 of the Bankruptcy Code and to any extent any portion is not eligible for section 1145 treatment such uncovered portion shall be offered pursuant to Section 4(a)(2) of the Securities Act or another applicable exemption. The New 2L Convertible Notes issued on account of New 2L Convertible Notes Rights that are eligible for the exemption from registration provided by section 1145 of the Bankruptcy Code as well as any New 2L Convertible Notes issued on account of the Backstop Premium (as well as the underlying shares of New Common Stock issuable upon the conversion of the foregoing) shall be exempt from the registration requirement of the Securities Act pursuant to section 1145 of the Bankruptcy Code, and to any extent any portion is not eligible for section 1145 treatment, such uncovered portion shall be issued pursuant to Section 4(a)(2) of the Securities Act or another applicable exemption. For avoidance of doubt, New 2L Convertible Notes issued for cash (as well as the underlying shares of New Common Stock), rather than principally in exchange for a claim against the Debtors and partly for cash, are not expected to be exempt from registration pursuant to section 1145 of the Bankruptcy Code.

Intercreditor Agreements		Wolfspeed, Wolfspeed Texas LLC, the Senior Secured Notes Trustee, and the trustees under the indentures governing the 2L Notes shall negotiate, and on the Plan Effective Date enter into, a customary silent second lien intercreditor agreement (the “*1L/2L Intercreditor Agreement”), in form and substance reasonably acceptable to the Company, the Required Consenting Convertible Noteholders and Renesas, and acceptable to the Required Consenting Senior Secured Noteholders in their absolute discretion. On the Plan Effective Date, Wolfspeed, and the trustees under the indentures governing the 2L Notes shall enter into a pari passu intercreditor agreement, in form and substance acceptable to the Company, Renesas, and the Required Consenting Convertible Noteholders (the “Pari Passu Intercreditor Agreement” and, together with the 1L/2L Intercreditor Agreement, the “Intercreditor Agreements*”). The Intercreditor Agreements shall provide that the trustee under the New Senior Secured Notes Indenture will hold any pledged collateral, deposit accounts, and securities accounts as gratuitous bailee or agent for the holders of the 2L Notes.



New Common Stock		On the Plan Effective Date, Wolfspeed or the Reorganized Parent, as applicable, shall issue a voting class of common equity interests (the “*New Common Stock”). Wolfspeed or the Reorganized Parent, as applicable, shall use commercially reasonable efforts to provide for the New Common Stock to be listed on the New York Stock Exchange (the “NYSE”) or the Nasdaq Stock Market (“NASDAQ*”) on the Plan Effective Date, and if after the use of such efforts, Wolfspeed or the Reorganized Parent is unsuccessful, Wolfspeed or the Reorganized Parent shall use commercially reasonable efforts to provide for the New Common Stock to be regularly traded on an established securities market within the meaning of Treasury Regulation Section 1.897-1 and 1.897-9T on the Plan Effective Date or as soon as practicable thereafter. To the fullest extent permitted under law, the New Common Stock issued pursuant to the Plan shall be issued pursuant to the exemption from registration provided by section 1145 of the Bankruptcy Code, except to the extent the recipient is an “underwriter” as defined in Section 1145(b) of the Bankruptcy Code, in which case the issuance thereto shall be pursuant to Section 4(a)(2) of the Securities Act or another applicable exemption. The Plan shall include language that to the extent any shares underlying the Contingent Additional Consideration are issued to a third party pursuant to section 4(a)(2) of the Securities Act, such issuances will be deemed approved by the Reorganized Parent’s stockholders for purposes of compliance with the rules of NYSE or NASDAQ, as applicable.

Renesas Warrants		On the Plan Effective Date, Wolfspeed shall issue warrants (the “*Renesas Warrants”) to Renesas, including: • Warrant Shares: 5.0% of New Common Stock as of the Plan Effective Date assuming all New 2L Convertible Notes and New Renesas 2L Takeback Convertible Notes are treated as having converted into New Common Stock on such date, and not subject to dilution from MIP (as defined herein) or LTIP (as defined herein). • Expiration Date: 3 years from the Plan Effective Date; provided*, that if the Regulatory Trigger Deadline occurs, the expiration date of the Renesas Warrants shall be automatically extended to 4 years from the Plan Effective Date. • Strike Price: The exercise price will be set at an assumed $2.25 billion As Converted Equity Value and the exercise price shall be subject to customary, mechanical anti-dilution protections consistent with those used in broadly distributed warrants for a public company (and for avoidance of doubt, not including any “ratchet” or price-based anti-dilution provisions). • Covenants: Renesas shall be entitled to Black-Scholes protections for 2 years from the Plan Effective Date calculated assuming 35% volatility.



Additional Transaction Terms

Backstop Agreement		Certain holders in the Ad Hoc 26s/28s/29s Noteholder Group and the Ad Hoc Senior Secured Group (the “*Backstop Parties”) will backstop 100.0% of the New 2L Convertible Notes, on the terms and in the amounts set forth in Exhibit 2 (the “Backstop Agreement”); provided, to be eligible to be a Backstop Party, such party must be an Initial Consenting Convertible Noteholder. In consideration for backstopping the New 2L Convertible Notes, the Backstop Parties shall receive a premium (the “Backstop Premium*”) in the form of additional New 2L Convertible Notes equal to 11.0% of the purchase price of the New 2L Convertible Notes.

Renesas Contingent Additional Consideration		Any Contingent Additional Consideration that may be distributed to Renesas will be subject to and in accordance with the terms and conditions of the Contingent Consideration Term Sheet attached hereto as Exhibit 1. For the avoidance doubt, the Regulatory Approvals shall not be a condition precedent to the Plan Effective Date.

Investor Rights Agreement		The Investor Rights Agreement shall include, among other customary matters: (1) Renesas’ right to select one member of the board of the Reorganized Parent, subject to receipt of the Regulatory Approvals and Renesas holding in the aggregate in excess of 10% of the New Common Stock; and (2) Until January 1 following the later of the Plan Effective Date and the receipt of all Regulatory Approvals (the “*Initial Limitation Period”), (i) Renesas shall not exercise voting rights attached to New Common Stock beneficially owned by Renesas representing more than 9.9% of the Aggregate Company Voting Power (defined below) (the “Voting Rights Limitation”) and (ii) any conversion or exercise of debt instruments into New Common Stock by Renesas shall be null and void and treated as if never made to the extent that, after giving effect to such conversion or exercise, Renesas would beneficially own New Common Stock, on a fully diluted basis, representing more than 39.9% of the Aggregate Company Voting Power immediately after giving effect to such conversion or exercise (the “Beneficial Ownership Limitation” and, together with the Voting Rights Limitation, the “Limitations”). Such Initial Limitation Period shall be automatically renewed for subsequent one (1) year periods (any such one (1) year period, a “Subsequent Limitation Period” and, together with the Initial Limitation Period, the “Limitation Periods”) unless Renesas provides signed written notice to the Reorganized Parent (email being sufficient) at least three (3) months prior to the expiration of any Limitation Period terminating the Limitations. Notwithstanding the foregoing, Renesas may terminate the Limitations at any time and without regard to any Limitation Period by signed written notice to the Reorganized Parent (email being sufficient) if the Reorganized Parent has submitted to its shareholders’ meeting a proposal of (i) any transaction that would lead to a change of control (the same meaning as a Change of Control under the CRD) of the Reorganized Parent, (ii) the issuance of any New Common Stock (or instruments convertible or exercisable into New Common Stock), (iii) any amendment to the Articles of Incorporation that would adversely affect any rights of Renesas and (iv) any other matters that could adversely affect any rights of Renesas. The “Aggregate Company Voting Power*” means the aggregate voting


		power of the outstanding shares of the Reorganized Parent’s equity securities entitled to vote as a single class on general matters submitted to a vote at a meeting of the Reorganized Parent’s shareholders. If the Reorganized Parent proposes any share buyback, open market purchase or other transaction that would reduce the outstanding shares of the Reorganized Parent’s equity securities such that Renesas would exceed the Beneficial Ownership Limitation (a “*Repurchase Event*”), the Reorganized Parent shall promptly notify Renesas of such Repurchase Event.

Registration Rights Agreement		The Registration Rights Agreement shall include, among other customary matters, the registration rights provided for in the Contingent Consideration Term Sheet.

CFIUS Filing		The Company and Renesas will file a draft joint CFIUS notice as promptly as practicable following the Agreement Effective Date. The Company will allow at least 30 days from CFIUS’ acceptance of the formal CFIUS notice to expire before the Plan Effective Date.

Post Transaction Governance		The composition of the initial board of the Reorganized Parent (the “*New Board”) shall be determined by a selection committee (the “Selection Committee”) comprised of (i) one member of the existing board of directors, (ii) the Chief Executive Officer, and (iii) three individuals from the Ad Hoc 26s/28s/29s Noteholder Group. The members of the Selection Committee shall work together in good faith and shall have ultimate decision-making responsibility for selecting the composition of the New Board by not later than the deadline to file the Plan Supplement (10 days before the confirmation hearing); provided*, the Chief Executive Officer of the Reorganized Parent shall be a member of the New Board and Renesas shall be entitled to select one member of the New Board pending requisite Regulatory Approval. The Selection Committee shall (a) give due consideration for membership on the New Board to all existing members of the Wolfspeed Board that wish to serve on the New Board and (b) utilize the services of a board selection consultant selected by the Selection Committee and who shall report to the Selection Committee. The composition of the New Board shall comply with NYSE or NASDAQ requirements, as applicable, for public companies, and, for so long as Wolfspeed maintains a facility security clearance, the National Industrial Security Program Operating Manual Rule (32 C.F.R. Part 117), including implementation of an agreement with DCSA to mitigate foreign ownership, control or influence that may require the appointment of one independent, security-cleared DCSA-approved board directors for so long as Renesas holds the right to select one member of the New Board but, in any event, the Reorganized Parent shall provide Renesas no more than a 10% voting representation on the New Board by maintaining a sufficient number of its members.

Management Incentive Plan		After the Plan Effective Date, the New Board shall adopt a management incentive plan (the “*MIP*”), which plan shall reserve for officers and other key employees of the Reorganized Parent of ten percent (10%) of New Common Stock as of the Plan Effective Date on a pro forma basis (assuming


		all New 2L Convertible Notes are treated as having converted into New Common Stock on such date, and is subject to dilution from the conversion of the New Renesas 2L Takeback Convertible Notes and exercise of the Renesas Warrants) with (i) a schedule of initial grants of New Common Stock equivalent to approximately $40 million in value (the “*Initial MIP Grants”) for the senior leadership team and other key employees and (ii) an additional pool of New Common Stock equivalent to approximately $21 million in value to be held back for future grants (the “Initial MIP Reserve”). For the Initial MIP Grants, approximately $20 million in value (i.e., 50%) shall be converted into share-equivalents at Plan Equity Value and approximately $20 million in value (i.e., 50%) shall be converted into share-equivalents based on an equity value calculated using the 45-day VWAP of the New Common Stock following the Plan Effective Date or the first trading day of the New Common Stock following the date thereof; provided*, for purposes of this section, “Plan Equity Value” shall mean the mid-point Reorganized Parent’s total enterprise value set forth in the Disclosure Statement, minus the sum of the Reorganized Parent’s net debt (calculated by subtracting total cash balance from total debt) incurred pursuant to the New Senior Secured Notes, New 2L Takeback Notes, and the New Renesas 2L Takeback Convertible Notes. Other than with respect to the Initial MIP Grants to the Company’s Chief Executive Officer and Chief Operating Officer, which shall be made consistent with the agreements previously entered into with each, all other terms of the MIP, including restricted stock unit and performance stock unit split, vesting schedules, allocations and performance metrics, shall be determined by the New Board; provided, that for the Initial MIP Grants, (i) performance stock units shall be capped at 70% of the Initial MIP Grants; (ii) with respect to performance stock vesting metrics, it shall be based on relative total shareholder return comparing (a) the stock performance of the Reorganized Parent from the 45-day VWAP of the New Common Stock following the Plan Effective Date or the first trading day of the New Common Stock following the date thereof to (b) the performance of a peer group approved by the New Board over the period; and (iii) restricted stock unit time-based vesting shall be no longer than four (4) years.

Long Term Incentive Plan		After the Plan Effective Date, Wolfspeed or the Reorganized Parent, as applicable, shall reserve an additional pool of shares to cover broader employee pool (the “*LTIP*”) for FY26 and FY27 LTIP (collectively not to exceed 5.0% of all issued and outstanding shares of New Common Stock, assuming all New 2L Convertible Notes are treated as having converted into New Common Stock, and subject to dilution from the conversion of the New Renesas 2L Takeback Convertible Notes and exercise of the Renesas Warrants): • FY26: New Common Stock equivalent to $26.6 million in value • FY27: New Common Stock equivalent to $27.5 million in value All other terms of the LTIP, including vesting schedule and allocations, shall be determined by the New Board.