Citigroup’s WOLF Form 4: stock trades and cash‑settled swaps

Rhea-AI Filing Summary

Wolfspeed (WOLF): Citigroup Inc. reported insider transactions on Form 4. The filing lists multiple trades in common stock and new cash‑settled total return swaps.

On 10/30/2025, purchases totaled 116,002 shares at a weighted average price of $26.12. On 10/31/2025, purchases were 24,773 shares at $26.67 and 53,530 shares at $27.46, and a sale of 194,423 shares at $26.18. Following these transactions, 2,585,507 shares were beneficially owned indirectly. The filing states holdings are through Citigroup Global Markets Inc. and Citibank, N.A.

Citibank, N.A. also entered two cash‑settled total return swaps on 10/30/2025 referencing 883,924 and 116,076 shares at an initial price of $26.12, with a final valuation date of June 24, 2026. The reporting person agreed to disgorge any statutory “profits” under Section 16(b).

Insights

Equity Ownership and Derivatives Analyst

Insider Form 4 shows large cash‑settled swaps creating short exposure and a Section 16(b) disgorgement commitment.

Citigroup reported indirect transactions in **Wolfspeed (WOLF)** on 10/30/2025 and 10/31/2025. Net share activity across multiple weighted‑average trades was roughly flat: purchases totaling 194,305 shares at prices around $26.12, $26.67, and $27.46, offset by a sale of 194,423 shares at a weighted average of $26.18. Indirect beneficial ownership after these trades stood at 2,585,507 shares.

More consequentially, CBNA entered two cash‑settled total return swaps on 10/30/2025 referencing 883,924 and 116,076 shares, each with an initial price of $26.12 and a final valuation date of 06/24/2026. Under the swaps, CBNA will pay any increase in, and receive any decrease in, the stock price—an economic short exposure on roughly 1.0 million notional shares. The filing also states an agreement to disgorge all statutory Section 16(b) "profits" from the reported transactions and notes a late filing due to an administrative error.

Key dependencies include how these swaps’ cash flows evolve through 06/24/2026 and any further insider reports that change indirect ownership or derivative positions. Items to watch: additional Form 4s, any early termination of the swaps, and disclosure of the Section 16(b) disgorgement amount or timing, if later provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CITIGROUP INC

(Last) (First) (Middle)

388 GREENWICH STREET

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WOLFSPEED, INC. [ WOLF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.00125 par value	10/30/2025		P		116,002	A	$26.12(1)	2,701,627	I	See footnote(2)
Common Stock, $0.00125 par value	10/31/2025		P		24,773	A	$26.67(4)	2,726,400	I	See footnote(2)
Common Stock, $0.00125 par value	10/31/2025		P		53,530	A	$27.46(3)	2,779,930	I	See footnote(2)
Common Stock, $0.00125 par value	10/31/2025		S		194,423	D	$26.18(5)	2,585,507	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Equity Swap (obligation to sell)	$26.12	10/30/2025		J/K(6)		1		10/30/2025	06/24/2026	Common Stock, $0.00125 par value	883,924	$0(6)	1	I	See footnote(2)
Equity Swap (obligation to sell)	$26.12	10/30/2025		J/K(7)		1		10/30/2025	06/24/2026	Common Stock, $0.00125 par value	116,076	$0(7)	1	I	See footnote(2)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares of Wolfspeed, Inc. common stock, $0.00125 par value (the "Shares") were purchased in multiple transactions at prices ranging from $25.97 to $26.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth herein.

2. This Form 4 is being filed by Citigroup Inc. ("Citigroup" or the "Reporting Person"), which is the sole stockholder of Citigroup Global Markets Inc. ("CGMI") and Citibank, N.A. ("CBNA"), with respect to the securities held by CGMI and CBNA. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

3. The price reported in Column 4 is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $27.01 to $27.83, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth herein.

4. The price reported in Column 4 is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $26.01 to $27.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth herein.

5. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $25.84 to $26.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth herein.

6. CBNA entered into a cash-settled total return swap on October 30, 2025 pursuant to which it will pay any increase in, and receive any decrease in, the price of 883,924 shares of Common Stock, from an initial price per share of $26.12. The final valuation date (subject to early termination by the parties) is June 24, 2026.

7. CBNA entered into a cash-settled total return swap on October 30, 2025 pursuant to which it will pay any increase in, and receive any decrease in, the price of 116,076 shares of Common Stock, from an initial price per share of $26.12. The final valuation date (subject to early termination by the parties) is June 24, 2026.

Remarks:

The Reporting Person has agreed to disgorge to the Issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, that resulted from the transactions reported herein. These transactions are being reported late due to an inadvertent administrative error.

	Citigroup Inc., By:/s/Ronny Ostrow, Assistant Secretary	11/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Citigroup report on Wolfspeed (WOLF) in this Form 4?

Multiple stock trades and two cash‑settled total return swaps referencing Wolfspeed common stock, with updated indirect beneficial ownership.

What share transactions were disclosed for WOLF?

Purchases: 116,002 shares at $26.12 on 10/30/2025; 24,773 at $26.67 and 53,530 at $27.46 on 10/31/2025. Sale: 194,423 shares at $26.18 on 10/31/2025.

How many WOLF shares were beneficially owned after the transactions?

2,585,507 shares were beneficially owned indirectly following the reported transactions.

What derivative positions were entered, and on what terms?

Two cash‑settled total return swaps dated 10/30/2025, referencing 883,924 and 116,076 shares at an initial price of $26.12, with final valuation on June 24, 2026.

How are the Wolfspeed holdings attributed in the filing?

The filing attributes holdings to Citigroup through Citigroup Global Markets Inc. and Citibank, N.A., with indirect beneficial ownership.

Does the filing mention Section 16(b) profits?

Yes. The reporting person agreed to disgorge to the issuer all statutory “profits” resulting from the transactions.