wolf-20260911

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.									)

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

WOLFSPEED, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

_________________________________________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

_________________________________________________________________

To the Stockholders of Wolfspeed, Inc.:

The 2026 Annual Meeting of Stockholders of Wolfspeed, Inc. (the “Annual Meeting”) will be held virtually at www.virtualshareholdermeeting.com/WOLF2026 on Tuesday, October 27, 2026, at 12:00 p.m. Eastern time, to consider and vote upon the following matters and to transact such other business as may be properly brought before the meeting:

•Proposal No. 1—Election of seven directors

•Proposal No. 2—Approval of the 2026 Employee Stock Purchase Plan

•Proposal No. 3—Advisory (nonbinding) vote to approve executive compensation

•Proposal No. 4—Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 27, 2027

All stockholders are invited to attend the meeting. Only stockholders of record at the close of business on August 31, 2026 are entitled to notice of and to vote at the meeting.

By order of the Board of Directors,

Melissa Garrett

Secretary

Durham, North Carolina

September 11, 2026

PLEASE NOTE:

We are primarily providing access to our proxy materials over the Internet pursuant to the Securities and Exchange Commission’s “notice and access” rules. Beginning on or about September 15, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials, which will indicate how to access our 2026 Proxy Statement and 2026 Annual Report on the Internet. The Notice also includes instructions on how you can receive a paper copy of your annual meeting materials, including the notice of annual meeting, proxy statement and proxy card.

Whether or not you plan to attend the meeting, please submit voting instructions for your shares promptly using the directions on your Notice of Internet Availability of Proxy Materials or, if you elected to receive printed proxy materials by mail, your proxy card, to vote by one of the following methods: (1) over the Internet, by accessing the website address www.proxyvote.com; (2) by telephone, by calling the toll-free telephone number 1-800-690-6903; or (3) if you elected to receive printed proxy materials by mail, by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope.

Table of Contents


PROXY STATEMENT:
2026 PROXY SUMMARY		1
MEETING INFORMATION		3
VOTING PROCEDURES		4
	Who Can Vote	4
	How You Can Vote	4
	How You Can Revoke Your Proxy and Change Your Vote	4
	How Your Proxy Will Be Voted	4
	How You Can Vote Shares Held by a Broker or Other Nominee	4
	Quorum Required	5
	Vote Required	5
PROPOSAL NO. 1—ELECTION OF DIRECTORS		6
	Nominees for Election as Directors	6
	Executive Officers	12
	Code of Ethics and Code of Conduct	12
	Board Composition and Independence of Directors	13
	The Leadership Structure of the Board of Directors	13
	Board’s Role in Risk Oversight	13
	Compensation Program Risk Assessment	14
	Corporate Social Responsibility	14
	Attendance at Meetings	15
	Standing Committees	16
	Related Person Transactions	18
	Insider Trading Arrangements and Policies	19
	Anti-Hedging Policy	19
OWNERSHIP OF SECURITIES		20
	Principal Stockholders and Share Ownership by Management	20
PROPOSAL NO. 2—APPROVAL OF 2026 EMPLOYEE STOCK PURCHASE PLAN		23
	General	23
	Description of ESPP	23
	Certain Federal Income Tax Consequences for Participants Subject to U.S. Tax Law	25
	New Plan Benefits	25
	Registration with the Securities and Exchange Commission	25
EXECUTIVE COMPENSATION		26
	Compensation Discussion and Analysis	26
	Compensation Committee Report	39
	Summary of Cash and Certain Other Compensation	40

Table of Contents


	Grants of Equity and Non-Equity Incentive Awards	41
	Outstanding Equity Awards	42
	Stock Option Exercises and Vesting of Restricted Stock	43
	Potential Payments upon Termination or Change in Control	44
	CEO Pay Ratio Disclosure	52
	Equity Compensation Plans	53
	Pay Versus Performance Disclosure	54
PROPOSAL NO. 3—ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION		58
DIRECTOR COMPENSATION		59
	Summary of Cash and Certain Other Compensation	59
	Summary of Director Compensation Program	61
	Compensation Committee Interlocks and Insider Participation	61
PROPOSAL NO. 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS		62
	Report of the Audit Committee	62
	Independent Auditor Fee Information	63
OTHER MATTERS		64
	Other Business	64
	2027 Annual Meeting of Stockholders	64
	Procedures for Director Nominations	64
	Stockholder and Interested Party Communications with Directors	64
	Costs of Soliciting Proxies	65
	Availability of Report on Form 10-K	65
	Stockholders Sharing the Same Last Name and Address	65
	Principal Executive Offices and Annual Meeting Location	65

Table of Contents

WOLFSPEED, INC.

____________________

PROXY STATEMENT

____________________

2026 PROXY SUMMARY

This summary highlights information contained in this proxy statement. The summary does not contain all of the information that you should consider; please read the entire proxy statement carefully before voting.


Annual Meeting of Stockholders	•	Place: Virtually at www.virtualshareholdermeeting.com/WOLF2026
	•	Date and time: Tuesday, October 27, 2026, at 12:00 p.m.
	•	Record Date: August 31, 2026
	•	Approximate Date of Availability of Proxy Materials: September 15, 2026
	•	Voting: Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and to one vote for each of the other proposals to be voted on.

Voting matters and Board recommendations	•	Election of seven directors (FOR THE NOMINEES)
	•	Approval of 2026 Employee Stock Purchase Plan (FOR)
	•	Advisory (nonbinding) vote to approve executive compensation (FOR)
	•	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending June 27, 2027 (FOR)

Board nominees	•	Anthony M. Abate. Executive Chairman of GTT Communications, Inc. and the lead director of Southeastern Grocers. Director since September 2025.
	•	Michael W. Bokan. Retired Senior Vice President of Worldwide Sales of Micron Technology. Director since September 2025.
	•	Robert A. Feurle. Chief Executive Officer of the Company. Director since May 2025.
	•	Hong Q. Hou. President and Chief Executive Officer of Semtech Corporation. Director since September 2025.
	•	Mark E. Jensen. Director of Lattice Semiconductor Corporation and former executive at Deloitte & Touche LLP. Director since May 2025.
	•	Andreas W. Mattes. Former President and Chief Executive Officer of Coherent, Inc. Director since July 2026.
	•	Paul V. Walsh, Jr. Board member of Semtech Corporation and Kopin Corporation and former Chief Financial Officer at Allegro MicroSystems, Inc. Director since May 2025.

Table of Contents


Executive officers	•	Robert A. Feurle, Chief Executive Officer
	•	Gregor van Issum, Executive Vice President and Chief Financial Officer
	•	David T. Emerson, Ph.D., Executive Vice President and Chief Operating Officer
	•	Bradley D. Kohn, Executive Vice President and Chief Legal and Global Affairs Officer


Advisory (nonbinding) vote to approve executive compensation						Annually, our stockholders consider and vote on the compensation of our named executive officers on an advisory (nonbinding) basis. Our Board of Directors recommends a FOR vote.

Independent auditors						Although not required, we ask stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending June 27, 2027. Our Board of Directors recommends a FOR vote.

Table of Contents

MEETING INFORMATION

The Board of Directors of Wolfspeed, Inc. (the “Company”) is asking for your proxy for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments of the meeting. The meeting will be held virtually online on Tuesday, October 27, 2026, at 12:00 p.m. Eastern time, to conduct the following business and such other business as may be properly brought before the meeting: (1) election of the seven directors listed in this proxy statement; (2) approval of the 2026 Employee Stock Purchase Plan (the “ESPP”); (3) advisory (nonbinding) vote to approve executive compensation; and (4) ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending June 27, 2027.

You can attend the meeting online, vote your shares, and submit questions by visiting www.virtualshareholdermeeting.com/WOLF2026 and entering your unique 16-digit “Control Number” that is printed on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form that you received. If you encounter any difficulty accessing the Annual Meeting or during the Annual Meeting, please call the phone number posted on the date of the Annual Meeting at www.virtualshareholdermeeting.com/WOLF2026 for general technical questions. If you lost your 16-digit control number or are not a stockholder, you will still be able to attend the meeting by visiting www.virtualshareholdermeeting.com/WOLF2026 and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares at the meeting or submit questions during the meeting.

The Board of Directors recommends that you vote FOR the election of the director nominees listed in this proxy statement, FOR approval of the ESPP, FOR the advisory (nonbinding) vote to approve executive compensation, and FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending June 27, 2027.

Beginning on or about September 15, 2026, proxy materials for the annual meeting, including this proxy statement and our 2026 Annual Report, are being made available to stockholders entitled to vote at the Annual Meeting. The Annual Report is not part of our proxy soliciting materials.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to Be Held on October 27, 2026:

The Annual Report and proxy statement will be available on the Internet at

www.wolfspeed.com/annualmeeting

Pursuant to the Securities and Exchange Commission’s “Notice and Access” rules, we are furnishing proxy materials to our stockholders primarily via the Internet. Beginning on or about September 15, 2026, we intend to mail to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our proxy materials on the Internet, including our proxy statement and our Annual Report. The Notice also instructs you on how you can vote using the Internet. Other stockholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the Internet or by telephone, or have been mailed paper copies of our proxy materials and a proxy card or voting form.

Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the annual meeting, and conserve natural resources. If, however, you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

Table of Contents

VOTING PROCEDURES

Who Can Vote

Only stockholders of record of the Company at the close of business on August 31, 2026 are entitled to vote at the Annual Meeting and any adjournments of the meeting. As of the record date, there were 52,930,569 shares of the Company’s common stock outstanding, each of which is entitled to one vote on each matter submitted to a vote at the meeting.

How You Can Vote

You may vote shares by proxy or at the Annual Meeting using one of the following methods:

•Voting by Internet. You can vote over the Internet at www.proxyvote.com. The deadline for voting over the Internet is Monday, October 26, 2026 at 11:59 p.m. Eastern time.

•Voting by Telephone. You can vote by calling the toll-free telephone number at 1-800-690-6903. The deadline for voting by telephone is Monday, October 26, 2026 at 11:59 p.m. Eastern time.

•Voting by Mail. If you requested printed proxy materials, you can vote by completing and returning your signed proxy card. To vote using your proxy card, please mark, date and sign the card and return it by mail in the accompanying postage-paid envelope. You should mail your signed proxy card sufficiently in advance for it to be received by Monday, October 26, 2026.

•Voting at the Annual Meeting. If you are a registered stockholder or beneficial owner of common stock holding shares at the close of business on the record date (August 31, 2026), you may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/WOLF2026 and following the instructions to vote or submit questions during the meeting. In order to vote you will need the 16-digit control number that appears on your Notice, proxy card or voting instruction form, as applicable. Each stockholder has a unique control number so that we can ensure all voting instructions are genuine and prevent duplicative voting. Depending on the number of accounts in which you hold shares of common stock, you may receive and need to vote more than one control number.

How You Can Revoke Your Proxy and Change Your Vote

You can revoke your proxy and change your vote by (1) attending the meeting and voting virtually; (2) delivering written notice of revocation of your proxy to the Secretary at any time before voting is closed; (3) timely submitting new voting instructions by telephone or over the Internet as described above; or (4) if you requested printed proxy materials, timely submitting a signed proxy card bearing a later date.

How Your Proxy Will Be Voted

If you timely submit your proxy over the Internet, by telephone, or by proxy card as described above and have not revoked it, your shares will be voted or withheld from voting in accordance with the voting instructions you gave. If you timely submit your proxy as described above without giving voting instructions, your shares will be voted FOR the election of the director nominees listed in this proxy statement, FOR approval of the ESPP, FOR the advisory (nonbinding) vote to approve executive compensation, and FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending June 27, 2027.

How You Can Vote Shares Held by a Broker or Other Nominee

If a broker, bank, custodian or other nominee holds your shares, you may have received a notice or voting instruction form from them. Please follow the directions that your broker, bank, custodian or other nominee provides or contact the firm to determine the voting methods available to you. Brokers are not permitted to vote in the election of directors (and many other matters, including Proposals 2 and 3) if the broker has not received instructions from the beneficial owner of shares. It is particularly important, if you are a beneficial owner, that you instruct your broker how you wish to vote your shares because brokers will have discretionary voting authority only with respect to Proposal 4 if you do not instruct your broker how you wish to vote your shares.

Table of Contents

Quorum Required

A quorum must be present at the meeting before business can be conducted. A quorum will be present if a majority in voting power of the stock issued and outstanding and entitled to vote is present by remote communication or represented by proxy at the meeting. Shares represented by a proxy with instructions to withhold authority to vote or to abstain from voting on any matter will be considered present for purposes of determining the existence of a quorum. Shares represented by a proxy as to which a broker, bank, custodian or other nominee has indicated that it does not have discretionary authority to vote on certain matters (sometimes referred to as “broker non-votes”) will also be considered present for purposes of determining the existence of a quorum.

Vote Required

•Proposal 1 (Election of Directors). Directors will be elected by a plurality of the votes cast. The seven nominees who receive the most votes will be elected to fill the available positions. Stockholders do not have the right to vote cumulatively in electing directors. Withholding authority in your proxy to vote for a nominee will result in the nominee receiving fewer votes; however, because directors will be elected by a plurality of votes cast, votes withheld will have no effect in an uncontested election of directors (except as follows).

As set forth in the Corporate Governance Guidelines adopted by the Board of Directors, except in cases when there are more nominees than available seats, if a nominee elected to the Board by plurality vote received a number of “withhold” votes that is greater than 50% of all votes cast with respect to that nominee, the nominee shall tender the nominee’s resignation from the Board in writing to the Chair prior to the first regular meeting of the Board that follows the meeting of stockholders at which the election was held and any meeting of the Board held in connection with it. The resignation will be effective only if and when it is accepted by the Board. Promptly after the Board reaches a decision, the Company will publicly disclose the action taken by the Board regarding the director’s tendered resignation.

•Proposal 2 (Approval of the 2026 Employee Stock Purchase Plan). The proposed ESPP will be approved if it receives the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter.

•Proposal 3 (Advisory (Nonbinding) Vote to Approve Executive Compensation). With respect to the advisory (nonbinding) vote to approve executive compensation, the executive compensation will be approved if it receives the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. Because your vote to approve executive compensation is advisory, it will not be binding upon the Board of Directors, it will not overrule any decision by the Board, and it will not create or imply any additional fiduciary duties on the Board or any member of the Board. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation arrangements.

•Proposal 4 (Ratification of Appointment of Auditors). Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal 2027 will be approved if it receives the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. Although stockholder ratification of the appointment is not required by law or the Bylaws, the Audit Committee has determined that, as a matter of corporate governance, the selection of independent auditors should be submitted to the stockholders for ratification. If the appointment of PricewaterhouseCoopers LLP is not ratified by the affirmative vote of the holders of a majority in voting power of the votes cast at the Annual Meeting, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP in the future. Even if the appointment is ratified, the Audit Committee may change the appointment at any time during the year if it determines that the change would be in the Company’s best interest and the best interests of the stockholders.

Abstentions and broker non-votes will not be counted for purposes of determining whether these proposals have received sufficient votes for approval.

Table of Contents

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Nominees for Election as Directors

All seven persons nominated for election to the Board of Directors at the Annual Meeting are currently serving as directors of the Company. The Board and Mr. Musser, who has served on the Board since September 2025, have mutually agreed that he will not stand for re-election at the Annual Meeting. In addition, on August 20, 2026, Renesas Electronics Corporation informed the Company that its representative on the Board, Mr. Bolisay, will be resigning from the Board effective September 27, 2026. The Company is not aware of any nominee who will be unable or will decline to serve as a director. If a nominee becomes unable or declines to serve, the proxies solicited by the Board of Directors may be voted for a substitute nominee, if any, designated by the Board. The term of office of each person elected as a director will continue until the later of the next annual meeting of stockholders or until such time as his or her successor has been duly elected and qualified.

The following tables list the nominees for election and information about each nominee. The Governance and Nominations Committee has recommended each nominee to the Board of Directors. Each nominee meets the criteria set forth in the Corporate Governance Guidelines, including that no Company director shall serve on more than four public company boards of directors, inclusive of service on the Company’s Board. In addition, each nominee meets the minimum share ownership guidelines set forth in the Corporate Governance Guidelines, under which the Chief Executive Officer is expected to hold shares with a value not less than six times his base salary, and each non-employee member of the Board is expected to hold shares with a value not less than five times the sum of the director’s annual cash retainers for service on the Board and on Board committees, within five years after election or appointment to the Board. A copy of the Corporate Governance Guidelines is available on the Company’s website at https://investor.wolfspeed.com under “Governance”.

Under the charter of the Governance and Nominations Committee, the Governance and Nominations Committee is responsible for identifying from a wide field of candidates and recommending that the Board select qualified candidates for membership on the Board. In identifying candidates, the Governance and Nominations Committee takes into account such factors as it considers appropriate, which may include (1) ensuring that the Board, as a whole, is diverse as to race, gender, culture, thought and geography, such that the Board reflects a range of viewpoints, backgrounds, skills, experience and expertise, and consists of individuals with relevant technical skills, industry knowledge and experience, financial expertise and local or community ties; (2) minimum individual qualifications, including strength of character, mature judgment, relevant career experience, independence of thought and an ability to work collegially; (3) questions of independence, possible conflicts of interest and whether a candidate has special interests or a specific agenda that would impair his or her ability to effectively represent the interests of all stockholders; (4) the extent to which the candidate would fill a present need on the Board; and (5) whether the candidate can make sufficient time available to perform the duties of a director.

Table of Contents


Name	Age	Principal Occupation and Background	Director Since
Anthony M. Abate	62	Mr. Abate is an experienced board director, entrepreneur, and executive with more than four decades of leadership in technology, telecom, and consumer sectors. Mr. Abate currently serves as chairperson of GTT Communications, Inc., a global Tier-1 IP network as a service provider, Mitel Networks Corporation, a business communications and collaboration service provider, and Tacora Resources Inc., a specialty iron-ore mining company. Previously he served as independent director of Denbury Inc. (NYSE: DEN) until it was acquired by Exxon Mobil Corporation in 2023, chairperson and lead director of Southeastern Grocers, and independent director of TOPS Markets (now Northeastern Grocers), Broadview Networks, Looking Glass Networks, and Cbeyond Communications. Mr. Abate spent 20 years in operating roles, most recently as executive chairperson of GTT Communications post its financial restructuring, reverting to non-executive chair in 2024 after rebuilding the management team. Mr. Abate also served as chief operating officer and chief financial officer of Echo360, Inc., a global SaaS education and corporate training platform, from 2007 to 2021. Prior to his operating roles, Mr. Abate spent a decade as an investor at Battery Ventures and Whitney & Co. Mr. Abate also served as a strategy consultant in the TMT sector for McKinsey & Company. Mr. Abate holds a MBA from Harvard Business School and a Bachelor of Science in Electrical Engineering from Duke University. Mr. Abate’s qualifications to serve as a director and as Chair of the Board include his extensive governance experience across multiple public and private company boards, his financial and operational expertise as a former chief financial officer and chief operating officer, his cybersecurity oversight experience, and his direct experience guiding a company through financial restructuring.	September 2025
Michael W. Bokan	65	Mr. Bokan is a seasoned semiconductor executive with nearly three decades of leadership positions at Micron Technology (Nasdaq:MU), a semiconductor manufacturing company. He most recently served as Senior Vice President of Worldwide Sales from September 2018 until his retirement in May 2025. Prior to that, he held a number of leadership positions at Micron, including Corporate Vice President of Worldwide Sales and Vice President of OEM Sales. Before joining Micron, Mr. Bokan worked in the medical industry in sales, management, and organizational development roles. He holds a Bachelor of Science in Business from Colorado State University. Mr. Bokan’s qualifications to serve as a director include his long history of executive leadership positions at a semiconductor company that involved experience leading global sales organizations through business growth initiatives.	September 2025

Table of Contents


Name	Age	Principal Occupation and Background	Director Since
Robert A. Feurle	56	Mr. Feurle has served as the Company’s Chief Executive Officer since May 2025. Previously, Mr. Feurle served as Executive Vice President and General Manager of the Business Unit Opto Semiconductors at ams-OSRAM AG (SIX:AMS), a light and sensor developer and producer and semiconductor manufacturer, and a member of the company’s Executive Committee since March 2022. He also served as Executive Vice President and General Manager of the Business Unit Image Sensor Solutions at ams-OSRAM AG from July 2020 to March 2022. Mr. Feurle previously served as Vice President and General Manager of Integrated Solutions and Discretes at Infineon Technologies AG from November 2015 to June 2020. Prior to Infineon Technologies, he served as Vice President of Marketing and Program Management for the Compute and Networking Business at Micron Technology, Inc. (Nasdaq: MU) from April 2009 to November 2015. Earlier, he served as Senior Vice President and General Manager of the DRAM Business Unit and then the Graphics DRAM Business Unit at Qimonda AG from December 2005 to March 2009. He also held various roles at Infineon Technologies from August 1999 to May 2005, including Director of Embedded DRAM Development and later Senior Director of the Specialty DRAM Product Line. He began his career at Siemens AG in 1996. Mr. Feurle holds a degree in Electrical Engineering from the University of Applied Sciences in Konstanz, Germany. Mr. Feurle brings to the board extensive leadership and deep industry experience from his long career serving in management positions in the semiconductor industry. Further, Mr. Feurle’s leadership position as the Chief Executive Officer of the Company equips him with a unique perspective to inform Board deliberations on the vision for the Company moving forward in addition to crucial insights on the general management and operations of the Company.	May 2025
Hong Q. Hou	62	Dr. Hou has served as president and chief executive officer of Semtech Corporation (Nasdaq:SMTC), a fabless semiconductor IC and cellular IoT systems and service company, since June 2024 and as a member of Semtech’s Board of Directors since July 2023. Before this, Dr. Hou most recently served as president of the Semiconductor Group at Brooks Automation, a provider of automated wafer handling and contamination control solutions for the semiconductor manufacturing industry, from February 2023 until June 2024. Prior to that, Dr. Hou was corporate vice president and general manager of the cloud and edge networking group of Intel Corporation (Nasdaq:INTC), a semiconductor manufacturing company, from August 2018 until February 2023. Previously, Dr. Hou held executive leadership positions at Fabrinet (NYSE:FN), AXT, Inc. (Nasdaq:AXTI), and EMCORE Corporation (Nasdaq:EMKR). He also held technical roles at Bell Laboratories and Sandia National Laboratories. Dr. Hou holds a Ph.D. in Electrical Engineering from the University of California at San Diego and a Bachelor of Science from Jilin University, China. Dr. Hou’s qualifications to serve as a director include his extensive experience as an accomplished, multi-national technology executive who has been recognized as a global enterprise leader with a strong technical and business transformation record in dynamic, competitive markets.	September 2025

Table of Contents


Name	Age	Principal Occupation and Background	Director Since
Mark E. Jensen	76	Mr. Jensen served as an executive at Deloitte & Touche LLP until his retirement in 2012, holding a variety of leadership roles including U.S. Managing Partner–Audit and Enterprise Risk Services, Technology Industry, and U.S. Managing Partner–Venture Capital Services Group. Prior to joining Deloitte, Mr. Jensen was Chief Financial Officer of Redleaf Group and served as Managing Partner of Arthur Andersen LLP’s Silicon Valley Office, where he also led the firm’s Global Technology Industry Practice. Mr. Jensen currently serves on the board of Lattice Semiconductor Corporation (Nasdaq:LSCC), and previously served on the boards of Exabeam, Inc., Unwired Planet, Inc., Control4 Corporation, ForeScout Technologies, Inc. and Chrome Holding Co. (formerly known as 23andMe Holding Co.) (OTC:MEHCQ). He brings extensive experience in finance, accounting, and corporate governance, particularly within the technology and semiconductor sectors. Mr. Jensen’s qualifications to serve as a director include business experience in a number of advanced technology industry segments and substantial financial expertise. Mr. Jensen has experience in executive management derived from his service as an executive officer, as the managing partner of a significant practice of a major accounting firm and service as a member of a public company board of directors.	May 2025
Andreas W. Mattes	65	Mr. Mattes served as the President and Chief Executive Officer of Coherent, Inc. (Nasdaq: COHR), a leading provider of laser and laser-based technologies for scientific, commercial, and industrial applications, from April 2020 until his retirement in July 2022. Prior to Coherent, from July 2019 to April 2020, Mr. Mattes served as a Senior Advisor at McKinsey & Company, where he focused on advising international businesses on high-impact transformations, agile change, and positioning companies for growth. From 2013 to 2017, he was the Chief Executive Officer and board member of Diebold Nixdorf Incorporated, and also served as its President from 2013 to 2016. He has held senior leadership roles at Hewlett Packard and Siemens. Mr. Mattes currently serves as a member of the Supervisory Board of ams-OSRAM AG and as Chairman of the Supervisory Board of AT&S AG (Austria Technologie & Systemtechnik), and serves on the board of directors of Cohu, Inc. (Nasdaq: COHU), in addition to providing consulting services through Therton Advisory since January 2023 and McKinsey & Company since November 2022. Mr. Mattes previously served on the board of Velodyne Lidar, Inc. (Nasdaq: VLDR) until its merger with Ouster, Inc. in February 2023. Mr. Mattes’s qualifications to serve as a director include his extensive experience as an accomplished, multinational technology executive, including his service as chief executive officer of a leading laser and photonics company and senior leadership roles across the semiconductor, technology, and industrial sectors, together with his global board experience.	July 2026

Table of Contents


Name	Age	Principal Occupation and Background	Director Since
Paul V. Walsh, Jr.	62	Mr. Walsh served as Chief Financial Officer, Senior Vice President and Treasurer at Allegro MicroSystems, Inc. (Nasdaq:ALGM), a global semiconductor company focused on sensor and power integrated circuits for automotive and industrial applications, from 2014 until his retirement in 2022. Prior to Allegro, Mr. Walsh was Chief Financial Officer and Senior Vice President at Rocket Software, Inc., a global software development firm, from 2013 to 2014. From 2004 to 2013, he held several financial leadership roles at Silicon Laboratories Inc. (Nasdaq:SLAB), including Chief Financial Officer and Senior Vice President from 2011 to 2013 and Chief Accounting Officer and Vice President of Finance from 2006 to 2011. Mr. Walsh currently serves on the boards of Semtech Corporation (Nasdaq:SMTC) and Kopin Corporation (Nasdaq:KOPN), and previously served on the boards of Nitero, Inc. and Grande Communications Networks, LLC. He brings more than 30 years of operational and financial leadership in the semiconductor industry. Mr. Walsh’s qualifications to serve as a director include his extensive experience in the global semiconductor industry, with service as Chief Financial Officer for two public companies in the industry, which we believe provides our Board with valuable executive-level insights and broad and diverse operational industry experience.	May 2025

Table of Contents

Summary of Skills of Nominees

The Board of Directors recommends stockholders

vote FOR election of the nominees named above.

Table of Contents

Executive Officers

Mr. Feurle serves as both an executive officer of the Company and a member of the Board of Directors. Gregor van Issum (age 48), David T. Emerson, Ph.D. (age 57) and Bradley D. Kohn (age 58) also serve as executive officers of the Company.

Mr. van Issum was appointed as Executive Vice President and Chief Financial Officer of the Company effective September 1, 2025. He most recently served as EVP, Group Controller and Chief Transformation and Performance Officer at ams-OSRAM AG (SIX: AMS), a light and sensor developer and producer and semiconductor manufacturer, and a member of the company’s Executive Committee, beginning in June 2020. He also served as Senior Vice President and Head of F&A at ams-OSRAM AG from March 2018 to June 2020. Mr. van Issum previously held various roles at NXP Semiconductors (Nasdaq: NXPI) from 2007 to 2018. He began his career at Royal Philips in 2002. Mr. van Issum holds a master's degree in Information Economics from Tilburg University in Tilburg, the Netherlands, and a degree in Executive Master of Finance and Control at the University of Maastricht in Maastricht, the Netherlands.

Dr. Emerson was appointed as Executive Vice President and Chief Operating Officer of the Company effective June 23, 2025. He most recently served as Principal of Triphammer Solutions, LLC, a consulting firm, beginning in July 2022. From January 2020 to June 2022, Dr. Emerson served as President, Chief Executive Officer, and a board member of EmitBio, Inc., a medical device light therapy company. Prior to that time, Dr. Emerson held multiple positions with the Company (when operating as Cree, Inc.) for more than 20 years, including serving as Executive Vice President of the LED Products business from September 2017 to December 2018 (having led the LED Products business as General Manager of that business since December 2013). Dr. Emerson holds both a Ph.D. and BS in Electrical and Electronics Engineering from Cornell University.

Mr. Kohn was appointed as Executive Vice President and Chief Legal and Global Affairs Officer of the Company effective May 11, 2026. He most recently served as Senior Vice President, General Counsel and Corporate Secretary of Martin Marietta Materials, Inc. (NYSE: MLM), a leading supplier of aggregates and heavy building materials, from December 2024 until February 2026. Prior to Martin Marietta, Mr. Kohn served as Senior Vice President, General Counsel and Corporate Secretary of the Company from 2013 until 2024. Earlier in his career, he spent nearly eight years at MEMC Electronic Materials Inc. (now part of GlobalWafers) as General Counsel, Senior Vice President and Corporate Secretary, where he also led Business Development for a period of his tenure. Before joining MEMC, Mr. Kohn was a Partner in the Corporate Securities Group at Pillsbury Winthrop Shaw Pittman LLP in its Palo Alto office, where he represented technology companies in mergers and acquisitions, corporate securities transactions, and general corporate matters. Mr. Kohn holds a Juris Doctor degree from the University of Michigan Law School and a Bachelor of Business Administration degree in Accounting, Finance and Real Estate and Urban Land Development from the University of Wisconsin-Madison.

Code of Ethics and Code of Conduct

We have adopted a Code of Ethics applicable to our senior financial officers, including our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Executive Vice Presidents. The full text of our Code of Ethics is published on our website at https://investor.wolfspeed.com under “Governance”. Consistent with Item 5.05 of Form 8-K, we intend to disclose future amendments to, or waivers from, the Code of Ethics on our website within four business days following the date of such amendment or waiver. We will also provide a copy of our Code of Ethics to any person, without charge. All such requests should be in writing and sent to the attention of the Corporate Secretary, Wolfspeed, Inc., 4600 Silicon Drive, Durham, NC 27703.

We have also adopted a Code of Conduct that applies to all of our employees, including our officers, and our directors. The Code of Conduct sets forth our policies and expectations for employees and directors to act ethically and in compliance with applicable laws, rules and regulations generally and with respect to certain specific topics. The full text of our Code of Conduct is published on our website at https://investor.wolfspeed.com under “Governance”.

Table of Contents

Board Composition and Independence of Directors

The size of the Board of Directors is fixed by resolution of the Board, presently set at nine members. Seven persons have been nominated for election at the Annual Meeting. The proxies solicited by the Board of Directors cannot be voted for more than seven nominees.

A majority of the Board of Directors must be comprised of independent directors for the Company to comply with the listing requirements of the New York Stock Exchange (the “NYSE,” and such rules, the “NYSE Listing Rules”). Currently, the Board of Directors is composed of Messrs. Abate, Bokan, Bolisay, Feurle, Jensen, Mattes, Musser, and Walsh and Dr. Hou. The Board of Directors has determined that seven of the present directors— Messrs. Abate, Bokan, Jensen, Mattes, Musser, and Walsh and Dr. Hou—are each an “independent director” within the meaning of the applicable NYSE Listing Rules. In addition, the Board of Directors previously determined that Messrs. Hodge, Jackson, Riley, Smith, and Werner and Mses. Dorchak and Le, who served on the Board during a portion of fiscal 2026, were each an “independent director” within the meaning of the applicable NYSE Listing Rules.

The Leadership Structure of the Board of Directors

The leadership of the Board of Directors includes the Chair of the Board, the Lead Independent Director (if the Chair is not independent), and the Chair of each of the Audit Committee, the Compensation Committee and the Governance and Nominations Committee.

The responsibilities of the Chair of the Board under our Bylaws are to preside at meetings of the Board of Directors and stockholders and to perform such other duties as may be directed by the Board from time to time. The Chair also has the power to call meetings of the Board of Directors and of the stockholders. Mr. Abate has served as Chair of the Board since September 2025.

The day-to-day work of the Board of Directors is conducted through its three principal standing committees—Audit, Compensation and Governance and Nominations—to which the Board has delegated authority and responsibilities in accordance with the committees’ respective charters. The Chairpersons of each of these committees are independent directors appointed by the Board upon the recommendation of the Governance and Nominations Committee. Under our Corporate Governance Guidelines, the Chair of each committee is responsible for development of the agenda for committee meetings, and each committee must regularly report to the Board of Directors on the discussions and actions of the committee. The Board of Directors has also established an ad hoc Finance and Strategy Committee to assist with oversight of the Company’s strategy and potential financing opportunities.

The Board of Directors has determined that this leadership structure is appropriate for the Company and best serves the interests of the stockholders under the present circumstances. In particular, the Board has determined that the Company is best served by having Mr. Abate hold the position of Chair of the Board. This determination is based in part upon the experience, leadership qualities and skills that Mr. Abate brings to the Board, as detailed in the section captioned “Nominees for Election as Directors” on page 6. As such, the Board determined that Mr. Abate’s ability to lead discussions on matters affecting the Company maximizes the efficiency and productivity of the deliberations of the Board. Although the Board believes this structure is appropriate under the present circumstances, the Board has also affirmatively determined not to adopt a policy on whether the roles of Chair and CEO should be separated or combined because the Board believes that there is no single best blueprint for structuring board leadership and that, as circumstances change, the optimal leadership structure may change.

Board’s Role in Risk Oversight

The Board, acting itself or through one or more of its committees, has general oversight responsibility for corporate risk management, including oversight of management’s implementation of risk management practices. While the Board is responsible for risk oversight, management is ultimately responsible for assessing and managing our risk exposures. The Board directly oversees management’s assessment, mitigation efforts and monitoring of strategic and operational risks, such as those relating to competitive dynamics, market trends and developments in the Company’s industry, changes in economic conditions and cybersecurity. Senior management regularly updates

Table of Contents

business plans for each of the Company’s product lines, including an assessment of strategic and operational risks and responses to identified risks, and members of the Board and senior management meet annually to review these plans. In addition, senior management reports to the Board at each quarterly Board meeting on progress made against these strategic plans, including an update on changes in risk exposure and management’s responses to the changes.

The Board also fulfills its risk oversight role through its committees. Specifically, the Audit Committee charter assigns it the responsibility to review periodically with management, the internal auditors, and the independent auditors the Company’s significant financial risk exposures, including the Company’s policies with respect to risk assessment and Company-wide risk management, and to assess the steps management has taken to monitor and control such exposures. The Audit Committee regularly discusses material risks and exposures with our independent registered public accounting firm and receives reports from our accounting and internal audit management personnel regarding such risks and exposures and how management has attempted to minimize the exposures. The Audit Committee’s primary focus is financial risk, including our internal control over financial reporting. Particular areas of focus of the Audit Committee include risks associated with taxes, liquidity, investments, information technology security, material litigation, and compliance. The Company’s General Counsel attends Audit Committee meetings and is responsible for the Company’s global corporate compliance program, consisting of legal and regulatory policies and procedures, that includes employee training on how to implement and comply with these policies and procedures.

Similarly, the Compensation Committee charter assigns it the responsibility to review periodically with management the Company’s compensation programs as they relate to risk management practices and risk-taking incentives, including an assessment of whether the Company’s compensation policies and practices encourage excessive or inappropriate risk-taking. The Committee also considers risk management as it develops and approves incentive and other compensation programs for our executive officers, and it performs risk oversight in the area of management succession.

Each of these committees reports to the Board of Directors with respect to the risk categories it oversees. These ongoing discussions enable the Board to monitor our risk exposure and evaluate our risk mitigation efforts.

Compensation Program Risk Assessment

We have assessed our compensation programs and have concluded that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us. The risk assessment process included a review by management and by Pearl Meyer & Partners, LLC (“Pearl Meyer”), independent consultants to the Compensation Committee for fiscal 2026, specifically relating to our executive compensation. The risk assessment of compensation policies and practices focused on programs with variable compensation, including awards under our long-term incentive plans and our cash incentive bonus plan. Based upon this review, we concluded that our compensation policies and practices do not encourage excessive or inappropriate risk-taking. We believe our programs are appropriately designed to encourage our employees to make decisions that should result in positive short-term and long-term results for our business and our stockholders.

Corporate Social Responsibility

The Company is committed to creating a responsible, resilient and sustainable business ecosystem. Our focus is on making a meaningful impact on our people, communities and the environment.

For more than 35 years, since the Company’s beginnings in a lab at NC State University, the Company has been innovating and delivering technology solutions designed to enable our customers and society to do more with less—by supplying semiconductor components that enable greater efficiency and performance, smaller systems, and lower costs. We’re leading the transformation from silicon to silicon carbide as we help shape the future of semiconductor markets, the transition to electric vehicles, the evolution of renewable energy and energy storage, and the advancement of industrial, artificial intelligence, and aerospace and defense applications.

People and Communities

We are committed to creating and sustaining a culture where all employees are engaged and can contribute to their full potential. Our culture fosters an inclusive workplace, and our hiring efforts develop employees from the

Table of Contents

communities where we operate. Employee health and safety is key to our culture and success. Our employees are empowered to actively identify safety issues, take ownership for working safely, openly report concerns, and recognize positive behaviors that promote a safe work environment. We aim to hire the best available talent, develop our employees, and promote from within. We fuel long-term growth opportunities through an internal mobility practice that combines ongoing workforce development, leadership training, education assistance and career path planning.

We continue to strengthen our culture of empowering and listening to our people. Our employees have created nine employee resource groups (“ERGs”) with hundreds of participants. With the input from these ERGs, we have been steadily improving the inclusivity of our culture along with our people’s daily experience, including benefits programs that more closely align with their needs. Providing our employees with an environment to do their best work is our top priority.

Culture & Community

Wolfspeed strives to foster an inclusive and engaged workplace culture where every employee feels valued, respected, and empowered to thrive. By building a strong sense of community where employees feel connected and supported, we aim to enhance collaboration and innovation, enabling employees to show up each day to do their best and most productive work.

Our efforts to foster an inclusive and engaged workplace include our ERGs and a Culture & Community team who partners with our Human Resources department. Our ERGs include The Asian American and Pacific Islander ERG; The Black|Hispanic|Latinx ERG; The Mental Health Allies ERG; The PRIDE ERG; The Veterans Pact ERG; The Women’s Initiative ERG; the Early-In-Career ERG; the Interfaith Networks ERG; and The Trailblazers ERG. We believe these ERGs and their initiatives help contribute to the development of future leaders, increased employee engagement, expanded market reach and cultivating an inclusive culture.

Environmental Sustainability

Our business is anchored in the transformative power of silicon carbide technology. Our pioneering products are catalysts for energy-efficient solutions that reduce greenhouse gas emissions and diminish reliance on fossil fuels. Our ambition is to craft products that not only champion energy efficiency but also minimize ecological footprints and embody sustainable life cycles in line with circular economy principles.

As we increase our production capabilities, our commitment to environmental stewardship remains paramount. Our operations strive to continually enhance our environmental performance, reducing the cumulative impact of our manufacturing activities. Our expansion is synonymous with sustainability; our new facilities are designed with integrated conservation measures, encompassing energy, water, and waste management.

In tandem with our environmental initiatives, we uphold a “Zero-Defect Mindset” across our manufacturing sites. This philosophy is focused on curtailing waste, optimizing raw material utilization, and elevating customer satisfaction. It is a cornerstone in meeting the stringent quality demands of our target industries and is reflective of our commitment to product excellence and reliability.

For more information about our corporate responsibility efforts, please refer to the Sustainability section of our website at https://www.wolfspeed.com/company/sustainability. These materials and our website are not incorporated by reference in, and are not part of, this proxy statement.

Attendance at Meetings

The Board of Directors held 19 meetings during fiscal 2026. Each incumbent director, other than Mr. Bolisay, attended or participated in 75% or more of the aggregate number of meetings of the Board of Directors held during the period in which he or she was a director and the number of meetings of committees on which he or she served that were held during the period of his or her service.

In accordance with our Corporate Governance Guidelines, our independent directors hold regularly scheduled meetings, convened and presided over by the Chair (or if the Chair is not independent, by the Lead Independent Director), immediately following each regularly scheduled Board meeting.

Table of Contents

The Company expects all directors to attend each annual meeting of stockholders absent good reason. All seven directors serving at that time and standing for reelection attended the 2025 Annual Meeting of Stockholders (attended virtually).

Standing Committees

The standing committees of the Board of Directors include the Audit Committee, the Governance and Nominations Committee and the Compensation Committee. In addition to these three standing committees, the Board of Directors has also established an ad hoc Finance and Strategy Committee, as described below. Each of these committees operates under a written charter adopted by the Board of Directors, copies of which are available on the Company’s website at https://investor.wolfspeed.com under “Governance”. Each committee is composed solely of independent directors. The following is a brief description of the responsibilities of each of the existing standing committees and their composition.

Audit Committee

The Audit Committee is appointed by the Board of Directors to oversee the accounting and financial reporting processes of the Company and audits of the Company’s financial statements. The responsibilities of the Audit Committee include acting on the Board of Directors’ behalf in providing oversight with respect to (1) the quality and integrity of the Company’s financial statements and internal accounting and financial controls; (2) all audit, review and attest services relating to the Company’s financial statements and internal controls, including the appointment, compensation, retention and oversight of the work of the independent auditors engaged to provide audit services to the Company; (3) the independent auditor’s qualification and independence; (4) the Company’s compliance with legal and regulatory requirements; and (5) the performance of the Company’s internal audit function and independent auditors. In addition, the Audit Committee is charged with conducting appropriate review and oversight of any related person transactions, other than related person transactions for which the Board of Directors has delegated review to another independent body of the Board of Directors.

The members of the Audit Committee during fiscal 2026 were Messrs. Hodge and Jackson (until September 29, 2025), and Messrs. Bokan (from September 29, 2025), Jensen and Walsh. The Board of Directors has determined that all members of the Committee are “independent directors” within the meaning of the applicable NYSE Listing Rules, including the special independence requirements applicable to Audit Committee members. Mr. Walsh is Chair of the Audit Committee and has served in that capacity since September 2025. The Board of Directors has determined that Mr. Jensen is an “audit committee financial expert” as defined in Item 407 of Regulation S-K of the Securities and Exchange Commission. The Audit Committee held 13 meetings during fiscal 2026. The Audit Committee from time to time also takes action by unanimous written consent in lieu of holding a meeting.

Governance and Nominations Committee

The Governance and Nominations Committee is appointed by the Board of Directors to assist the Board of Directors in fulfilling its responsibilities to stockholders by (1) identifying individuals qualified to become directors and recommending that the Board of Directors select the candidates for all directorships to be filled by the Board of Directors or by the stockholders; (2) evaluating and recommending to the Compensation Committee the compensation of independent directors serving on the Board of Directors and on committees of the Board, including without limitation the terms of any deferred compensation plan and jointly making recommendations to the Board of Directors on these items; (3) developing and recommending to the Board of Directors Corporate Governance Guidelines for the Company; (4) evaluating the Board of Directors and its dealings with management as well as appropriate committees of the Board of Directors; (5) assisting the Board of Directors in discharging its oversight responsibility related to environmental, social and governance (“ESG”) matters such as climate change impacts, energy and natural resources conservation, environmental and supply chain sustainability, human rights, employee health, safety and well-being, diversity and inclusion, and corporate charitable and philanthropic activities and other ESG issues that are relevant and material to the Company; and (6) otherwise taking a leadership role in shaping the corporate governance of the Company.

The members of the Governance and Nominations Committee during fiscal 2026 were Messrs. Smith and Werner and Mses. Dorchak and Le (until September 29, 2025), and Messrs. Bokan, Jensen and Musser (from September 29, 2025). The Board of Directors has determined that all members of the Committee are “independent

Table of Contents

directors” within the meaning of the applicable NYSE Listing Rules. Mr. Jensen is Chair of the Governance and Nominations Committee and has served in that capacity since September 2025. The Governance and Nominations Committee charter establishes a policy with regard to the consideration of director candidates, including those candidates recommended by stockholders. The Governance and Nominations Committee will consider written nominations properly submitted by stockholders according to procedures set forth in the Company’s Bylaws. For a description of these procedures and policies regarding nominations see “Procedures for Director Nominations” and “2027 Annual Meeting of Stockholders” on page 64 below. The Governance and Nominations Committee held four meetings during fiscal 2026. The Governance and Nominations Committee from time to time also takes action by unanimous written consent in lieu of holding a meeting.

Compensation Committee

The Compensation Committee is appointed by the Board of Directors to assist the Board of Directors in discharging its overall responsibility relating to executive officer and director compensation and to oversee and report to the Board of Directors as appropriate on the Company’s compensation and benefit policies, programs and plans, including its stock-based compensation programs and employee stock purchase plan. The Compensation Committee approves the compensation of all executive officers, administers the Company’s stock-based compensation programs and recommends compensation for non-employee directors to the Governance and Nominations Committee for approval. In addition, the Compensation Committee is charged with conducting appropriate review and oversight of any related person transactions involving compensation for directors or executive officers or their immediate family members and engaging and evaluating the Company’s compensation advisors, including evaluation of the advisors’ independence in advance of engagement. The Compensation Committee also evaluates the compensation of independent directors and related recommendations of the Governance and Nominations Committee, including without limitation on the topics of the terms of any deferred compensation plan, and, where deemed appropriate, jointly makes recommendations to the Board of Directors for such compensation.

The Compensation Committee may delegate its authority to adopt, amend, administer and/or terminate any benefit plan, other than retirement plans or stock-based compensation plans or non-stock-based compensation plans in which directors or executive officers are eligible to participate, to the Company’s CEO, any other officer of the Company, or to a committee the membership of which consists of at least one Company officer. To the extent not inconsistent with governing requirements, the Compensation Committee may also delegate its authority to grant equity awards other than awards to directors and executive officers to a committee comprised solely of executive officers or to one or more executive officers and may delegate its authority for day-to-day administration of the Company’s stock-based plans to any officer or employee of the Company.

The Compensation Committee generally makes decisions and recommendations regarding annual compensation at its June and August meetings each year. The Compensation Committee solicits the recommendations of the Company’s CEO with respect to the compensation of the Company’s executive officers other than himself and factors these recommendations into the determination of compensation, as described in “Compensation Discussion and Analysis.” In addition, the Compensation Committee initially engaged Compensia, Inc. (“Compensia”) to conduct an annual review of the Company’s compensation program for its executive officers and directors for fiscal 2026. In February 2026, the Compensation Committee replaced Compensia as its independent compensation consultant with Pearl Meyer. Compensia and Pearl Meyer each provided the Compensation Committee with relevant market data and recommendations to consider when making compensation decisions with respect to the executive officers and in making recommendations to the Governance and Nominations Committee with respect to the compensation of non-employee directors. The Company also engaged Compensia and Pearl Meyer for additional services as further discussed in the section entitled “Role of the Independent Compensation Consultant” on page 31 below.

The members of the Compensation Committee during fiscal 2026 were Messrs. Riley and Werner and Mses. Dorchak and Le (until September 29, 2025), and Messrs. Abate and Musser and Dr. Hou (from September 29, 2025). Mr. Mattes was appointed to the Compensation Committee in connection with his appointment to the Board following the end of fiscal 2026. The Board of Directors has determined that all members of the Committee are “independent directors” within the meaning of the applicable NYSE Listing Rules. Mr. Abate is Chair of the Compensation Committee and has served in that capacity since September 2025. The Compensation Committee

Table of Contents

held 13 meetings during fiscal 2026. The Compensation Committee from time to time also takes action by unanimous written consent in lieu of holding a meeting.

Finance and Strategy Committee

The Finance and Strategy Committee was established by the Board of Directors as an ad hoc special committee during fiscal 2026. The Finance and Strategy Committee assists the Board of Directors in overseeing the development, execution and assessment of potential financing opportunities for the Company, as well as the Company’s strategy, including strategic initiatives, technology initiatives, business development activities, mergers and acquisitions, intellectual property and emerging industry trends. The members of the Finance and Strategy Committee during fiscal 2026 were Messrs. Jensen (Chair), Abate, Mattes and Walsh.

Related Person Transactions

Review and Approval of Related Person Transactions

The Audit Committee must approve any related person transaction, other than any related person transaction for which the Board of Directors has delegated review to another independent body of the Board of Directors. The Board of Directors has delegated review of any related person transaction involving compensation for directors or executive officers or their immediate family members to the Compensation Committee. “Related person transaction” is defined in the Audit Committee and Compensation Committee charters as any transaction required to be disclosed pursuant to Securities and Exchange Commission Regulation S-K, Item 404, and any other transactions for which approval by an independent body of the Board of Directors is required pursuant to applicable law or listing standards applicable to the Company. In determining whether to approve such transactions, the members of the Audit Committee, the Compensation Committee, or another independent body of the Board of Directors delegated by the Board of Directors, may exercise their discretion in performance of their duties as directors.

Relationship with Renesas

Renesas Electronics America Inc. (“Renesas”) became a significant stockholder of the Company in connection with the Company’s emergence from its prepackaged Chapter 11 cases (the “Chapter 11 Cases”) on September 29, 2025 (the “Effective Date”). Renesas was one of the key stakeholders that was party to the Restructuring Support Agreement, dated as of June 22, 2025, that formed the basis of the Company’s balance sheet restructuring. Pursuant to the Company’s confirmed plan of reorganization (the “Plan”), Renesas received 16,852,372 shares of common stock (making Renesas a greater than 5% stockholder and thereby a “related person”), which were issued to Renesas on January 29, 2026 following receipt of all required regulatory approvals.

During the fiscal year ended June 28, 2026 (“fiscal 2026”), the Company was party to the following transactions with Renesas, each of which was effected pursuant to, or in connection with, the Plan and the Restructuring Support Agreement.

Customer Refundable Deposit Agreement. The Company and Renesas were parties to an unsecured Customer Refundable Deposit Agreement, dated as of July 5, 2023, as amended (the “CRD Agreement”), under which Renesas agreed to provide the Company up to $2.0 billion in unsecured deposits in connection with a ten-year wafer supply arrangement. The Company received an initial deposit of $1.0 billion in July 2023, a $500.0 million deposit in February 2024, and a final $500.0 million deposit in June 2024. The deposits bore interest, payable semi-annually, at a base rate of 6% per annum, subject to increase to 10% or 15% in connection with any inability of the Company to satisfy supply targets under the related wafer supply agreement. The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations under the CRD Agreement, and the outstanding deposits (the “CRD Agreement Deposits”), which totaled approximately $2.1 billion including accrued and unpaid interest as of the petition date, were discharged and terminated on the Effective Date.

Consideration received by Renesas under the Plan. In discharge of the CRD Agreement Deposits pursuant to the Restructuring Agreement and the Plan, Renesas received on account of its claims: (i) approximately $203.6 million in aggregate principal amount of 2.5% Convertible Second-Lien Senior Secured Notes due 2031 (the “2L Renesas Convertible Notes”); (ii) a warrant to purchase an aggregate of 4,943,555 shares of common stock at an

Table of Contents

exercise price of $23.95 per share (the “Renesas Warrant”); and (iii) 16,852,372 shares of common stock (as described above). The issuance of the shares and the exercisability of the Renesas Warrant were conditioned on receipt of required regulatory approvals, including approval by the Committee on Foreign Investment in the United States (CFIUS) and applicable antitrust and foreign-investment clearances, all of which were obtained on January 29, 2026.

New 2L Renesas Convertible Notes. On the Effective Date, the Company and its subsidiary guarantor entered into an indenture governing the 2L Renesas Convertible Notes. The 2L Renesas Convertible Notes bear interest at 2.5% per annum, payable in cash semi-annually, mature on June 15, 2031, and are convertible into cash, common stock, or a combination thereof at the Company’s election at a conversion price of $18.35 per share. As of June 28, 2026, the 2L Renesas Convertible Notes had an outstanding principal amount of $203.6 million. On March 26, 2026, the Company entered into a First Supplemental Indenture that amended certain covenants governing the 2L Renesas Convertible Notes.

Investor Rights and Disposition Agreement. On the Effective Date, the Company entered into an Investor Rights and Disposition Agreement with Renesas (the “Investor Rights Agreement”). The Investor Rights Agreement grants Renesas the right to designate one member of the Board, subject to receipt of regulatory approvals and Renesas holding more than 10% of the common stock. The agreement also imposes a limitation preventing Renesas from voting shares beneficially owned in excess of 9.9% of the Company’s aggregate voting power, and a limitation providing that any conversion or exercise of securities resulting in Renesas beneficially owning more than 39.9% of the aggregate voting power is null and void. These limitations apply through January 1, 2027, and automatically renew annually, unless earlier terminated by Renesas pursuant to the terms of the Investor Rights Agreement. Renesas may terminate these limitations at any time if the Company submits to stockholders proposals involving a change of control, issuance of common stock (or convertible/exercisable instruments), amendments to the certificate of incorporation or bylaws adversely affecting Renesas’s rights, or other matters adversely affecting such rights. Mr. Bolisay was appointed as the designee of Renesas under the Investor Rights Agreement. On August 20, 2026, Renesas Electronics Corporation, Renesas’ parent company, informed the Company that Mr. Bolisay would be resigning from the Board effective September 27, 2026. Renesas will be appointing a Board observer effective September 27, 2026, and retains its rights to re-designate a member of the Board in the future in accordance with the Investor Rights Agreement.

Registration Rights Agreement. On the Effective Date, the Company entered into a Registration Rights Agreement with Renesas and certain holders of the 2.5% Convertible Second-Lien Senior Secured Notes due 2031, providing the counterparties with registration rights covering their registrable securities. The Company was required to file a shelf registration statement covering the registrable securities held by Renesas, an obligation the Company satisfied by filing a Registration Statement on Form S-1 on March 9, 2026, which became effective on March 18, 2026. The Company generally bears all registration expenses under the agreement.

Insider Trading Arrangements and Policies

The Company has adopted insider trading policies and procedures that govern the purchase, sale and other disposition of the Company’s securities by its directors, officers and employees. The Company believes that these insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any exchange listing standards applicable to the Company. A copy of the Company’s Securities Trading Policy has been filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026.

Anti-Hedging Policy

The Company’s Securities Trading Policy prohibits all employees (including officers) and members of the Board from engaging in any hedging transactions with respect to any equity securities of the Company held by them, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds designed to hedge or offset any decrease in the market value of such equity securities.

Table of Contents

OWNERSHIP OF SECURITIES

Principal Stockholders and Share Ownership by Management

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of August 31, 2026 by (1) each person known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (2) each person named in the Summary Compensation Table on page 40; (3) each person serving as a director or nominated for election as a director; and (4) all current executive officers and directors (including director nominees) as a group. Except as otherwise indicated by footnote or to the extent shared by spouses under applicable law, to the Company’s knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Applicable percentage ownership is based on 52,930,569 shares of the Company’s common stock outstanding and entitled to vote as of August 31, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of the Company’s common stock subject to options, warrants, convertible notes, or other rights held by such person that are currently exercisable or convertible or will become exercisable or convertible within 60 days of August 31, 2026 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.


Name and Address (1)	Common Stock Beneficially Owned	Percentage of Outstanding Shares
Renesas Electronics America Inc. (2) 6024 Silver Creek Valley Road San Jose, California 95138	18,745,855	34.2%
Slate Path Capital LP (3) 717 5th Avenue, 16th Fl. Point Street New York, New York 10022	6,438,156	11.7%
T. Rowe Price Associates, Inc. (4) 1307 Point Street Baltimore, Maryland 21231	6,079,406	11.5%
Capital Research Global Investors and Affiliates (5) 333 South Hope Street, 55th Floor Los Angeles, California 90071	4,086,787	7.3%
Goldman Sachs Group, Inc. and Affiliate (6) 200 West Street New York, New York 10282	3,557,983	6.7%
Capital Ventures International (7) P.O. Box 897 Windward 1, Regatta Office Park West Bay Road Grand Cayman KY1-1103 Cayman Islands	3,332,128	5.9%
Sculptor Capital LP (8) 9 West 57th Street, 40th Floor New York, New York 10019	3,172,783	6.0%
CSS LLC/IL (9) 1 North Wacker Drive, Suite 3075 Chicago, Illinois 60606	3,036,553	5.4%
Jane Street Group, LLC and Affiliates (10) 250 Vesey Street, 6th Floor New York, New York 10281	2,663,640	5.0%
Robert A. Feurle (11)	105,131	*
David T. Emerson, Ph.D. (12)	53,235	*
Gregor van Issum (13)	68,754	*
Bradley D. Kohn	154	*

Table of Contents


Kevin M. Speirits (14)	6,226	*
Anthony M. Abate (15)	16,546	*
Michael W. Bokan (16)	16,546	*
Aristrelito M. Bolisay	—	*
Hong Q. Hou (17)	16,546	*
Mark E. Jensen (18)	16,546	*
Andreas W. Mattes	—	*
Eric S. Musser (19)	16,546	*
Paul V. Walsh, Jr. (20)	16,546	*
All current directors and executive officers as a group (12 persons) (21)	326,550	*

________________

* Less than 1%.

(1) Unless otherwise noted, all addresses are in care of the Company at 4600 Silicon Drive, Durham, NC 27703.

(2) As reported by Renesas Electronics America Inc. in a Schedule 13G/A filed with the Securities and Exchange Commission on May 11, 2026, which states that Renesas Electronics America Inc. and Renesas Electronics Corporation have shared voting power with respect to 4,463,772 of such shares, and shared dispositive power with respect to all of such shares. Includes 1,893,483 shares issuable upon conversion of convertible notes.

(3) As reported by Slate Path Capital LP in a Schedule 13G filed with the Securities and Exchange Commission on May 15, 2026, which states that Slate Path Capital LP and David Greenspan have shared voting and dispositive power with respect to all of such shares. Includes 2,000,000 shares issuable upon the exercise of pre-funded warrants.

(4) As reported by T. Rowe Price Associates, Inc. in a Schedule 13G/A filed with the Securities and Exchange Commission on August 14, 2026, which states that T. Rowe Price Associates, Inc. has sole voting power with respect to 6,079,406 shares and sole dispositive power with respect to 6,098,031 shares.

(5) As reported by Capital Research Global Investors in a Schedule 13G/A filed with the Securities and Exchange Commission on May 14, 2026, which states that Capital Research Global Investors has sole voting and dispositive power with respect to all of such shares. Includes 2,746,496 shares issuable upon conversion of convertible notes.

(6) As reported by The Goldman Sachs Group, Inc. in a Schedule 13G filed with the Securities and Exchange Commission on August 12, 2026, which states that The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC have shared voting and dispositive power with respect to all of such shares.

(7) As reported by Capital Ventures International in a Schedule 13G/A filed with the Securities and Exchange Commission on August 14, 2026, which states that Capital Ventures International has sole voting and dispositive power with respect to 563,590 of such shares, and shared voting and dispositive power with respect to all of such shares. The Schedule 13G/A states that (i) Susquehanna Advisors Group, Inc. has shared voting and dispositive power with respect to all of such shares; (ii) G1 Execution Services LLC (“G1”) has sole voting and dispositive power with respect to 15,595 of such shares, and shared voting and dispositive power with respect to all of such shares; (iii) SIG Brokerage, LP (“SIG”) has sole voting and dispositive power with respect to 1,032 of such shares, and shared voting and dispositive power with respect to all of such shares; (iv) Susquehanna Fundamental Investments, LLC (“SFI”) has sole voting and dispositive power with respect to 33,706 of such shares, and shared voting and dispositive power with respect to all of such shares; and (v) Susquehanna Securities, LLC (“SS”) has sole voting and dispositive power with respect to 2,718,205 of such shares, and shared voting and dispositive power with respect to all of such shares. Includes (a) 563,590 shares issuable upon conversion of convertible notes and (b) 2,700,287 shares issuable upon exercise of options. The address of G1 is 175 W. Jackson Blvd., Suite 1700, Chicago, Illinois 60604. The address of each of SIG, SFI, and SS is 401 E. City Avenue, Suite 220, Bala Cynwyd, Pennsylvania 19004.

(8) As reported by Sculptor Capital LP in a Schedule 13G filed with the Securities and Exchange Commission on May 20, 2026, which states that Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp,

Table of Contents

Sculptor Capital Holding II LLC, Sculptor Capital Management Inc, and Sculptor Master Fund Ltd. have shared voting and dispositive power with respect to all of such shares.

(9) As reported by CSS LLC/IL in a Schedule 13G filed with the Securities and Exchange Commission on June 8, 2026, which states that CSS LLC/IL has sole voting and dispositive power with respect to all of such shares. Includes (a) 3,036,503 shares issuable upon conversion of convertible notes and (b) 50 shares issuable upon exercise of options.

(10) As reported by Jane Street Group, LLC in a Schedule 13G filed with the Securities and Exchange Commission on August 7, 2026, which states that (i) Jane Street Group, LLC has shared voting and dispositive power with respect to all of such shares; (ii) Jane Street Capital, LLC (“JSC”) has shared voting and dispositive power with respect to 2,130,057 shares; and (iii) Jane Street Global Trading, LLC (“JSGT”) has shared voting and dispositive power with respect to 533,583 shares. With respect to the shares held by Jane Street Group, LLC, includes (a) 16,922 shares issuable upon conversion of convertible notes held by JSC and (b) 77,745 shares issuable upon conversion of convertible notes held by JSGT.

(11) Includes 48,093 shares subject to RSUs vesting within sixty days of August 31, 2026.

(12) Includes 19,561 shares subject to RSUs vesting within sixty days of August 31, 2026.

(13) Includes 68,754 shares subject to RSUs vesting within sixty days of August 31, 2026.

(14) Includes 5,835 shares subject to RSUs vesting within sixty days of August 31, 2026. Mr. Speirits served as Interim CFO from May 30, 2025 to September 1, 2025. Mr. Speirits previously served as Senior Vice President, Finance, and remained in this role during and following his service as Interim CFO until his departure from the Company on April 3, 2026.

(15) Includes 16,546 shares subject to RSUs vesting within sixty days of August 31, 2026.

(16) Includes 16,546 shares subject to RSUs vesting within sixty days of August 31, 2026.

(17) Includes 16,546 shares subject to RSUs vesting within sixty days of August 31, 2026.

(18) Includes 16,546 shares subject to RSUs vesting within sixty days of August 31, 2026.

(19) Includes 16,546 shares subject to RSUs vesting within sixty days of August 31, 2026.

(20) Includes 16,546 shares subject to RSUs vesting within sixty days of August 31, 2026.

(21) Includes 235,684 shares subject to RSUs vesting within sixty days of August 31, 2026.

Table of Contents

PROPOSAL NO. 2—APPROVAL OF 2026 EMPLOYEE STOCK PURCHASE PLAN

General

The Board of Directors adopted the ESPP on August 25, 2026, subject to the approval of the stockholders. The ESPP will provide employees of the Company and certain of its subsidiaries with an incentive and opportunity to purchase common stock through payroll deductions at a price that is equal to 85% of the fair market value of the common stock of the Company on the first day of the participation period or the purchase date, whichever is lower, plus taxes, if any, imposed on the transaction. If approved, the Company would be authorized to issue up to 1,700,000 shares of common stock of the Company pursuant to the ESPP.

We believe that the ESPP benefits the Company by (i) assisting it in recruiting and retaining the services of employees with talent and initiative, (ii) providing greater incentive for employees and (iii) aligning the interests of employees with those of the Company and its stockholders through opportunities for increased employee stock ownership.

We are requesting that stockholders approve adoption of the ESPP. Assuming the presence of a quorum, the ESPP will be approved if it receives the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. Under Delaware corporate law, abstentions are treated as non-votes in determining whether stockholders have approved a proposal. Abstentions and non-votes will have no effect on the vote to approve this proposal.

We believe the ESPP is essential to the Company’s future success and encourage stockholders to vote in favor of the ESPP.

The Board of Directors recommends

stockholders vote FOR Proposal No. 2.

Description of ESPP

The following is a description of the ESPP. This description is merely a summary of material provisions of the plan and is qualified by the full text of the plan, a copy of which is included in Appendix A to this proxy statement.

Purpose. The purpose of the ESPP is to provide employees (including officers) of the Company and certain of its subsidiary corporations with an opportunity to purchase common stock through payroll deductions.

Administration. The ESPP will be administered by the Compensation Committee of the Board of Directors. All questions of interpretation or application of the ESPP will be determined by the Compensation Committee, whose decisions will be final, conclusive and binding upon all parties.

Eligibility and Participation. Any individual who is treated as an active employee in the records of the Company or certain of its subsidiary corporations, as designated from time to time by the Compensation Committee (other than employees subject to the laws of certain countries that would prohibit participation in the ESPP) and who has been employed for at least 30 continuous days prior to the date of his or her participation is eligible to participate in the ESPP, subject to additional limitations imposed by Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and limitations on stock ownership described in the ESPP. As of August 31, 2026, there were approximately 2,182 employees who would be eligible to participate in the ESPP. Eligible employees become participants in the ESPP by delivering to the Company’s stock plan administrator, prior to commencement of the applicable participation period, a subscription agreement authorizing payroll deductions, or by such other arrangements as the Compensation Committee may prescribe.

Participation Periods. Stock will be offered under the ESPP during participation periods. The length of the participation periods under the ESPP will be determined by the Compensation Committee and may be up to 27 months long. The ESPP is currently expected to be implemented in six-month participation periods beginning on November 15 or May 15 of each year, and ending on the following May 15 or November 15, respectively. Employee payroll deductions during a participation period will be used to purchase shares on each purchase date. The purchase dates will be determined by the Compensation Committee, but are expected to be the last trading day in each participation period. The ESPP also provides for special interim participation periods to enable employees of subsidiaries that become designated subsidiaries under the plan after the beginning of a participation period, but at least three months prior to the beginning of the next participation period, to participate in the ESPP. The Compensation Committee has the power to alter the duration of the participation periods and purchase dates without stockholder approval.

Securities to be Sold. The Company is authorized to issue shares of the Company’s common stock, par value $0.00125 per share, pursuant to options granted under the ESPP. Shares subject to options under the plan will be made available from the authorized and unissued shares of the Company’s common stock. The aggregate number of shares that may be issued under the ESPP will be

Table of Contents

1,700,000. The last sale price of the Company’s common stock on September 4, 2026 was $28.35 per share, as reported by the NYSE.

Purchase Price. The purchase price at which shares are sold on a purchase date under the ESPP is the sum of (1) 85% of the fair market value of common stock on the first day of the participation period or the purchase date, whichever is lower; and (2) any transfer, excise or similar tax imposed on the transaction. The fair market value of common stock on a given date is the closing sale price on the NYSE for that date, unless it is not open for trading on that date, in which case the fair market value will be the closing sale price reported by the NYSE on the last trading day immediately preceding the given date.

Payroll Deductions. The purchase price of the shares to be acquired under the ESPP is accumulated by payroll deductions over each participation period. The rate of deductions may not exceed 15% of a participant’s compensation. A participant may decrease the rate of payroll deductions by filing with the Company a new authorization for payroll deductions and may only increase the rate of payroll deductions at the beginning of each participation period. All payroll deductions made for a participant are credited to the participant’s account under the ESPP and deposited with the general funds of the Company to be used for any corporate purpose.

Grant and Exercise of Option. At the beginning of a participation period, each participant is granted an option to purchase on each purchase date during that participation period up to the number of shares of the Company’s common stock determined by dividing the sum of the participant’s accumulated payroll deductions for the participation period by the applicable purchase price; provided that the number of shares subject to an option shall not exceed 2,000 shares of the Company’s common stock on any purchase date. On each purchase date prior to a participant’s withdrawal from the ESPP, the maximum number of full shares subject to an option that are purchasable with the accumulated payroll deductions in the participant’s account will be purchased for the participant at the applicable purchase price. If, on any purchase date, the number of shares with respect to which options are to be exercised exceeds the number of shares remaining available for issuance under the ESPP, the Compensation Committee may make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as practicable. With respect to any payroll deductions that are not used to purchase common stock due to such pro rata allocation, the Compensation Committee will direct the refund of the unused payroll deductions to the participant. If the Compensation Committee determines that it will not seek authorization from stockholders for additional shares for issuance under the ESPP for subsequent participation periods, the ESPP will automatically terminate.

No employee may participate in the ESPP if, immediately after the grant of an option, the employee would own 5% or more of the total combined voting power or value of all classes of stock of the Company or of its majority-owned subsidiaries (including stock that may be purchased under the ESPP or pursuant to any outstanding options), and no employee will be granted an option under the ESPP to the extent that the employee’s rights to buy stock under all employee stock purchase plans of the Company or any subsidiary accrues at a rate that exceeds $25,000 worth of stock (determined based on the fair market value of the shares at the time the option is granted) for each calendar year in which any such option is outstanding at any time.

Withdrawal. An employee may terminate his or her participation in a given participation period by giving written notice to the Company of his or her election to withdraw at any time prior to a purchase date during such participation period. All payroll deductions taken during the participation period that have not been used to purchase shares will be returned to the participant upon receipt of the withdrawal notice. Such withdrawal will automatically terminate the participant’s interest in that participation period; the participant will not be automatically enrolled in a subsequent participation period but may choose to enroll in a subsequent participation period by timely delivering to the Company a new subscription agreement.

Under an automatic reset feature, if the fair market value of a share of the Company’s common stock on the trading day immediately before the first day of a participation period is less than the fair market value of a share on the first day of the immediately preceding participation period, all participants will be automatically withdrawn from the immediately preceding participation period following the purchase of shares on the first purchase date of that participation period and re-enrolled in the next succeeding participation period.

Termination of Employment. If a participant’s employment terminates for any reason, including retirement or death, the participant will be deemed to have withdrawn from the ESPP on the date of employment termination.

Adjustments for Changes in Capitalization. In the event any change is made in the Company’s capitalization during a participation period, such as a stock split or stock dividend on common stock, which results in an increase or decrease in the number of shares of common stock outstanding without receipt of consideration by the Company, appropriate adjustments will be made in the purchase price and in the number of shares subject to purchase under the ESPP, as well as in the number of shares reserved for issuance under the ESPP.

In the event of the proposed dissolution or liquidation of the Company, the participation periods then in progress will be shortened. A new purchase date prior to the date of the proposed dissolution or liquidation will be set, and the ESPP will terminate

Table of Contents

thereafter. In the event of a merger or sale of substantially all of the assets of the Company, outstanding options under the ESPP will be assumed by the successor corporation or equivalent options will be substituted, or the participation periods then in effect will be shortened and a new purchase date will be set prior to the date of the proposed sale or merger.

Nonassignability. No rights or accumulated payroll deductions of an employee under the ESPP may be pledged, assigned, transferred or otherwise disposed of in any way for any reason other than death. Any attempt to do so may be treated by the Compensation Committee as an election to withdraw from the ESPP.

Amendment and Termination of ESPP. The Compensation Committee may at any time amend the ESPP without the consent of stockholders or participants, except that any such action will be subject to the approval of the Board of Directors and the Company’s stockholders at or before the next annual meeting of stockholders after such Board action if such approval is required by any laws, rules or regulations, and the Compensation Committee may, at its discretion, determine to submit other changes to the ESPP to the Board and stockholders for approval. In no case may any amendment materially impair the rights of a participant with respect to any shares of common stock previously purchased for the participant under the ESPP without the participant’s consent or disqualify the ESPP under Section 423 of the Code. The ESPP will continue in effect until terminated by the Compensation Committee or the Board.

Foreign Jurisdictions. The Compensation Committee may, in its sole discretion, amend or vary the terms of the ESPP in order to conform such terms to the requirements of a jurisdiction outside of the United States in which an eligible employee is located in order to meet the goals and objective of the plan. The Compensation Committee may also establish one or more sub-plans for these purposes and/or establish administrative rules and procedures to facilitate the operation of the ESPP in such jurisdictions.

Certain Federal Income Tax Consequences for Participants Subject to U.S. Tax Law

The ESPP is intended to qualify as an “employee stock purchase plan” under the provisions of Sections 421 and 423 of the Code. Under these provisions, participants will not recognize income for federal income tax purposes either upon enrollment in the ESPP or upon any purchase of stock thereunder. All tax consequences are deferred until a participant sells the stock acquired under the ESPP, disposes of such stock by gift or dies.

Upon disposition of the shares, a participant will be subject to tax, and the amount of the tax will depend upon the holding period for the shares. If the shares have been held by the participant for more than two years after the enrollment date and more than one year after the purchase date (a “qualifying disposition”), the participant will recognize ordinary income equal to the lesser of (1) the excess of the fair market value of the shares at the time of disposition over the purchase price; or (2) 15% of the fair market value of the shares at the enrollment date. The ordinary income recognized by the participant will be added to the participant’s basis in the shares, and any additional gain or loss realized by the participant upon disposition of the shares will be taxed as long-term capital gain or loss. If the participant disposes of the shares before the expiration of these holding periods (a “disqualifying disposition”), the participant will generally recognize ordinary income for federal income tax purposes equal to the excess of the fair market value of the shares on the purchase date over the purchase price. The ordinary income recognized by the participant will be added to the participant’s basis in the shares, and any additional gain or loss will be taxed as long-term or short-term capital gain or loss, depending on the holding period.

The Company will not be entitled to a deduction with respect to the grant or exercise of options under the ESPP. The Company will be entitled to a deduction for amounts taxed as ordinary income to a participant only to the extent that ordinary income must be reported upon a disqualifying disposition of shares by the participant before the expiration of the holding periods described above.

The foregoing does not purport to be a complete summary of the effect of federal income taxation of ESPP transactions upon participants and the Company. It also does not address the tax consequences of a participant’s death while holding ESPP shares or the provisions of the income tax laws of any municipality, state or foreign country in which a participant may reside.

New Plan Benefits

Participation in the ESPP will be optional and completely within the discretion of our employees, and therefore the number of shares that we may issue under the ESPP cannot be determined in advance.

Registration with the Securities and Exchange Commission

We intend to file a Registration Statement on Form S-8 relating to the issuance of the shares of common stock under the ESPP with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the ESPP by our stockholders.

Table of Contents

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is intended to assist stockholders in understanding the Company’s executive compensation program by providing an overview of executive compensation-related policies, practices, and decisions for fiscal 2026.

For fiscal 2026, our Named Executive Officers (“NEOs”) were:


Name						Principal Position
Robert A. Feurle						Chief Executive Officer (“CEO”)
Gregor van Issum (1)						Executive Vice President and Chief Financial Officer (“CFO”)
David T. Emerson, Ph.D. (2)						Executive Vice President and Chief Operating Officer (“COO”)
Bradley D. Kohn (3)						Executive Vice President, Chief Legal and Global Affairs Officer
Kevin Speirits (1)						Former Interim Chief Financial Officer (“Interim CFO”)

(1)On July 7, 2025, we announced the appointment of Gregor van Issum as Executive Vice President and CFO, effective September 1, 2025. Prior to that appointment, Kevin Speirits, our Senior Vice President, Finance, served as Interim CFO beginning May 30, 2025. Upon Mr. van Issum’s appointment becoming effective, Mr. Speirits relinquished his interim role and continued serving as Senior Vice President, Finance until his departure from the Company in April 2026.

(2)David T. Emerson was appointed as Executive Vice President and COO effective June 23, 2025.

(3)Bradley D. Kohn was appointed as Executive Vice President, Chief Legal and Global Affairs Officer effective May 11, 2026.

Executive Summary

Who We Are.

Wolfspeed is an innovator of wide bandgap semiconductors, focused on silicon carbide materials and devices for power applications. Our product families include silicon carbide materials and power devices. Our products are targeted for various applications in the Automotive domain, including electric vehicles and fast charging stations, as well as existing and emerging applications in the Industrial & Energy domain such as AI data centers, grid modernization and renewable energy and storage, as well as aerospace and defense.

The majority of our products are manufactured at facilities in North Carolina, New York, and Arkansas, where research and development and manufacturing operations are co-located. We also use contract manufacturers, some of which include captive lines, for certain products and aspects of product fabrication, assembly and packaging.

Full 2026 Financial Highlights. (Continuing operations only. Period from September 30, 2025 to June 28, 2026 (“Successor”) and from June 30, 2025 to September 29, 2025 (“Predecessor”) Compared to Twelve Months Ended June 29, 2025 (Predecessor).)

•Consolidated revenue of approximately $468 million during the Successor period and $197 million during the Predecessor period, compared to approximately $758 million.

•GAAP gross margin of (33)% during the Successor period and (39)% during the Predecessor period, compared to (16)%.

•Non-GAAP gross margin of (25)% during the Successor period and (26)% during the Predecessor period, compared to 2%.

Fiscal 2026 included proactive and aggressive actions including recapitalizing the Company through a Chapter 11 reorganization to strengthen the balance sheet and bolstering the leadership team and broader sales organization with industry veterans. Management also adjusted the go-to-market sales strategy and positioned the Company to refocus on technology leadership and a customer centric approach. Under the Board’s oversight, the management team continued to advance the Company’s core strategy, with a focus on priorities intended to strengthen Wolfspeed’s competitive position and support long-term value creation:

Table of Contents

•Driving innovation and technology leadership in the industry

•Strengthening relationships with leading automotive and industrial customers

•Accelerating AI data center-focused product lines and priorities

•Advocating for U.S. semiconductor leadership through policy priorities

These strategic priorities reflect the Company’s continued focus on leveraging Wolfspeed’s integrated platform and technical leadership to drive long-term growth. This long-term focus also provides an important foundation for the Company’s executive compensation programs and their alignment with the interests of stockholders.

Fiscal 2026 Executive Compensation Highlights.

Our executive compensation program is comprised of three primary elements: base salary, annual performance-based cash incentive compensation opportunities (cash bonus), and long-term incentive compensation in the form of performance stock units (PSUs) and restricted stock units (RSUs).

A significant percentage of the target total direct compensation opportunities for our NEOs (other than those serving on an interim basis) is structured as “performance-based” compensation, comprised of an annual short-term cash bonus opportunity and PSU awards.

In building the executive team to guide Wolfspeed in its next chapter following the restructuring of its capital structure, the Compensation Committee of our Board of Directors (the “Committee”) took the following key actions with respect to our NEOs in fiscal 2026.

Base salary: The base salaries for the continuing NEOs remained at the levels previously established in connection with their respective appointments. The Committee established Mr. Kohn’s base salary in connection with his appointment as Executive Vice President, Chief Legal and Global Affairs Officer. Kevin Speirits received a base pay increase of 2.5% in connection with his role as Senior Vice President, Finance. No additional changes were made to the base salaries of the Company’s NEOs during fiscal 2026.

Annual performance-based cash incentive awards: Following the Company’s emergence from Chapter 11, the Committee redesigned the fiscal 2026 annual performance-based cash incentive program to align with the Company’s operating priorities by replacing the prior non-GAAP gross margin and ESG measures with a free cash flow metric and a technology execution objective. The Company’s calculated performance under the fiscal 2026 program resulted in a payout of 50% of target. See “Fiscal 2026 Annual Short-Term Cash Bonus Program” below for more information.

Long-term incentive compensation awards: Following the Company’s emergence from Chapter 11, the Committee redesigned the Company's long-term incentive program to restore meaningful executive ownership and better align executive compensation with long-term stockholder value creation following the cancellation of substantially all legacy equity awards in connection with the restructuring. The Committee also approved one-time post-emergence equity awards for all eligible participants. Additionally, our NEOs, with the exception of Mr. Kohn who was not employed until after the Company’s emergence from Chapter 11, received new hire equity award commitments that were delayed during the Chapter 11 process. The ongoing annual long-term incentive program emphasized performance-based compensation through a target award mix of approximately 60% PSUs and 40% RSUs for certain executives and approximately 50% PSUs and 50% RSUs for other eligible participants, with PSU awards earned at the end of a three-year performance period based on relative total stockholder return, revenue and free cash flow. See “Long-Term Incentive Compensation Program” below for more information.

Table of Contents

Executive Compensation Policies and Practices.

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Committee evaluates our executive compensation program on an annual basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices during fiscal 2026:


☑ What We Do						☒ What We Don’t Do
•Design our executive compensation program to align pay and performance						•No hedging or pledging of our common stock by our executive officers and our non-employee directors
•Design compensation programs that do not encourage excessive or unnecessary risk-taking						•No excise tax “gross ups” in connection with change in control payments
•Grant performance-based long-term incentive compensation awards subject to multi-year performance requirements						•No repricing or exchange of underwater stock options without stockholder approval
•Provide limited perquisites and other personal benefits						•No discounted or reloaded stock options
•Maintain share ownership guidelines applicable to our CEO and other Executive Officers, equal to 6x and 2x their base salary, respectively, and to our non-employee directors equal to 5x their annual cash retainer						•No share-dividend equivalents paid pursuant to our long-term incentive compensation program before vesting of the underlying shares occurs
•Maintain a post-employment compensation policy that requires “double-trigger” change in control equity award vesting						•No special retirement plans exclusively for executive officers
•Maintain a SEC and NYSE compliant compensation recovery (“clawback”) policy that provides for the recovery of certain executive compensation in the event of accounting restatements resulting from material noncompliance with financial reporting requirements under securities laws
•Engage an independent compensation consultant for the Committee that does no other work for us

2025 Say-on-Pay Vote Results. At the 2025 Annual Meeting of Stockholders, approximately 88% of the votes cast supported the advisory resolution approving the compensation of our NEOs. The Compensation Committee values stockholder feedback and considers the outcome of the annual Say-on-Pay vote as one of many inputs in its ongoing review of the Company’s executive compensation program. In evaluating executive compensation, the Committee also considers the Company’s business strategy, performance, market practices, competitive positioning, and other factors discussed in this Compensation Discussion and Analysis.

Table of Contents

Executive Compensation Philosophy and Design Objectives

Compensation Philosophy. The principal elements of our compensation philosophy include a competitive pay positioning strategy, a significant emphasis on incentive-driven pay, and performance goals that are appropriately aligned with our business strategy (in terms of both selection and attainability) and the long-term interests of our stockholders, as evidenced by the following considerations.

•The competition for executive talent in the technology sector generally, and the semiconductor industry specifically, continues to be high. In addition to continuing to compete for talent against other successful, established technology companies, we increasingly face an even more competitive landscape. The strategic decision by our board to pursue a proactive approach to better align our capital structure to the business environment and current demand of our customers created a challenging year for compensation-related decisions.

•Target total direct compensation opportunities are designed so that a substantial portion of executive pay is variable or “at risk,” based primarily on the achievement of specific financial measures or stock price performance over the short- and long-term.

•To further align our executive officers’ interests with those of our stockholders, the Committee structures our compensation opportunities so that the proportion of variable cash and equity-based pay increases with higher levels of responsibility. By using financial, operational, and stock price metrics in our incentive compensation plans and awards, we provide a clear and quantifiable link to operational performance and stock price performance with the goal of creating long-term stockholder value.

We provide a competitive health and welfare benefits package to our executive officers, including our NEOs, that generally is available to other U.S. employees including a Section 401(k) retirement savings plan, health and welfare plans, and a group term life insurance plan. In addition, our NEOs are eligible to participate in a voluntary executive physical program. These benefits are designed to allow our executive officers to maximize time and attention on activities designed to increase stockholder value.

We believe that the combination of these elements provides highly motivational incentives that link the pay of our executive officers to our performance and enables us to attract and retain the best talent in a highly competitive market.

Compensation Design. The Committee believes that the compensation packages provided to our NEOs should include both cash and equity-based compensation. Performance-based compensation is used to reward performance as measured against established financial, operational and stock price goals, which only results in increased compensation to our NEOs if we meet or exceed these goals.

Compensation-Setting Process

The Committee is responsible for the executive compensation program design and decision-making process for the compensation of our NEOs. The Committee conducts regular reviews of our executive compensation policies and practices, including the methodologies for setting each NEO’s target total direct compensation opportunity, the goals of our compensation program, and our underlying compensation philosophy. The Committee’s compensation consultant provides an analysis of competitive market data that the Committee considers when making decisions, as appropriate, regarding NEO compensation based on the assessment of performance and achievement of our short- and long-term goals. The Committee also exercises its judgment in setting NEO compensation as to what is in the best interests of our Company and our stockholders.

Table of Contents

Role of the Committee. The Committee has the overall responsibility for overseeing our compensation and benefits plans, policies, and practices generally and with respect to our NEOs.

In carrying out its responsibilities, the Committee evaluates our compensation policies and practices for alignment with our executive compensation philosophy, develops compensation-related strategies, makes decisions that it believes further our philosophy and/or aligns with compensation best practices, and reviews the performance of our NEOs when making decisions about their compensation.

Each year, the Committee conducts an evaluation of our executive compensation program to determine if any changes are appropriate. The Committee also conducts an annual review of the compensation arrangements of our NEOs, including the annual base salary levels, annual target short-term cash bonus opportunities, and long-term incentive compensation opportunities of our NEOs and all related performance criteria, typically during the fourth quarter of the previous fiscal year or the first quarter of the current fiscal year. Adjustments are generally effective at the beginning of the fiscal year (or shortly thereafter) or at the time of an in-year decision. The Committee’s authority, duties, and responsibilities are further described in its charter, which is reviewed annually by the Committee and revised as warranted. The charter is available on the “Investor Relations” section of our website.

The Committee does not establish a specific target for formulating the target total direct compensation opportunities of our NEOs. Instead, in consultation with its compensation consultant, the Committee weighs various factors, including the following:

•our executive compensation program objectives;

•our performance against the financial, operational, and strategic objectives established by the Committee and our Board of Directors;

•each individual NEO’s knowledge, skills, experience, qualifications, tenure, and scope of roles and responsibilities relative to other similarly-situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys;

•the prior performance of each individual NEO, including for the prior fiscal year, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;

•the potential of each individual NEO to contribute to our long-term financial, operational, and strategic objectives;

•our CEO’s compensation relative to that of our other executive officers, and compensation parity among our executive officers;

•our financial performance relative to our compensation and performance peers;

•the compensation practices of the companies in our compensation peer group and in selected broad-based compensation surveys and the positioning of each NEO’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and

Table of Contents

•the recommendations of our CEO with respect to the compensation of our other executive officers and other senior management.

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunities for our NEOs and other senior management. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

The Committee uses compensation benchmarking provided by its compensation advisors as one input when making specific compensation decisions with respect to our NEOs. The Committee did consider the benchmarked compensation of our approved Compensation Peer Group companies for the positions of CEO and CFO as well as the other factors listed above, including the specific performance of the Company. The Committee also reviews broad-based compensation surveys to understand market compensation levels. These principles and processes apply to both cash and equity-based compensation awards granted under our executive compensation program.

Role of Management. The Committee works closely with members of our management in discharging its responsibilities. Our management assists the Committee by providing information on corporate and individual performance and management’s perspective on compensation matters. The Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term equity compensation opportunities, and other compensation-related matters for our executive officers and other senior management, including our NEOs (except with respect to his own compensation), based on our CEO’s evaluation of their performance for the prior year.

At the beginning of each year, our CEO reviews the performance of our senior management or Senior Leadership Team (“SLT”) members, including our other NEOs, based on their overall performance and performance against business objectives established for them for the prior year, and then shares observations from these performance reviews and makes recommendations to the Committee for each element of compensation as described above. The annual business objectives for each SLT member are developed through mutual discussion and agreement between our CEO and the SLT member, and are based on the Company-wide business objectives for the year.

The Committee reviews and discusses our CEO’s recommendations and considers them as one factor in determining and approving the annual compensation of our SLT members, including our NEOs. Our CEO attends meetings of our Board of Directors and the Committee at which executive compensation matters are addressed, except for discussions involving his own compensation.

Role of the Independent Compensation Consultant. The Committee retains an independent executive compensation consultant to provide objective advice and market insight in support of its oversight of the Company's executive compensation program. The Committee periodically evaluates its advisory relationships as part of its regular governance processes to ensure it continues to receive independent advice that aligns with the Company's evolving circumstances and the Committee’s priorities.

During fiscal 2026, the Committee was advised by two independent compensation consulting firms. Compensia served as the Committee’s independent compensation consultant until February 2026. Effective February 2026, following the Committee’s periodic evaluation of its independent advisory relationship, Pearl Meyer was engaged to succeed Compensia as the Committee’s independent compensation consultant.

The Committee considered analyses and recommendations provided by both firms during fiscal 2026, as appropriate, recognizing that compensation decisions made during the first portion of the fiscal year were informed by work performed by Compensia, while decisions made following Pearl Meyer’s engagement were supported by Pearl Meyer’s independent advice and analyses. The transition was managed to provide continuity in the Committee’s oversight of executive compensation matters and to support informed decision-making throughout the fiscal year.

Consistent with the Committee’s charter, each consultant reported directly to the Committee and performed its work at the Committee's direction. The Committee assessed the independence of both Compensia and Pearl Meyer in accordance with applicable SEC rules and NYSE listing standards and concluded that each firm was independent and that no conflicts of interest existed with respect to the services provided to the Committee.

Among other services provided during fiscal 2026, the Committee’s independent compensation consultants assisted the Committee with:

•evaluating the competitiveness of the Company’s executive compensation program relative to market practices;

•providing analyses of executive compensation levels and target pay opportunities using competitive market data;

•reviewing the Company’s compensation peer group and advising on potential changes;

•advising on executive compensation program design, including annual and long-term incentive opportunities;

Table of Contents

•providing updates on executive compensation governance developments, evolving investor expectations, and market trends; and

•supporting the Committee’s review of executive compensation disclosures included in the Company’s SEC filings.

The Committee considered the consultants’ analyses and recommendations as one input in its deliberations and exercised its independent business judgment in approving all executive compensation decisions.

Use of Competitive Market Data. The Committee uses competitive market data as one of several factors in evaluating the Company’s executive compensation program and making compensation decisions for our SLT members, including our NEOs, and our executive officer hires. During fiscal 2026, the Committee considered competitive market ana