[SCHEDULE 13G/A] WOLFSPEED, INC. Amended Passive Investment Disclosure
Rhea-AI Filing Summary
Renesas Electronics America Inc. filed an amendment to a Schedule 13G/A reporting beneficial ownership of Wolfspeed, Inc. common stock. The filing states 18,745,855 shares as the reported beneficial amount, reflecting 16,852,372 currently owned shares plus 1,893,483 shares issuable on conversion of Convertible Notes. The reporting parties state a 39.9% beneficial ownership limitation effective January 29, 2026. The filing cites 45,088,611 shares outstanding as of February 28, 2026 and discloses shared voting power of 4,463,772 and shared dispositive power of 18,745,855. The filing explains excluded potential issuances: 9,202,764 shares issuable on conversion of additional Convertible Notes and 4,943,555 shares issuable upon exercise of a warrant would not be included because of the 39.9% limit. The filing is signed by Takahiro Homma on May 11, 2026.
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Insights
Renesas reports near-40% economic exposure constrained by an investor agreement.
The filing records 18,745,855 shares of beneficial ownership, representing a 39.9% ownership cap agreed effective January 29, 2026. That cap limits inclusion of additional conversion and warrant issuances when calculating reported ownership.
This structure means future conversions or warrant exercises are subject to the contractual ownership ceiling; subsequent disclosures or amendments should state whether the ceiling is adjusted or lifted.
Amendment clarifies counts and mechanics tied to convertible notes and warrants.
The filing itemizes 16,852,372 currently owned shares plus 1,893,483 shares issuable on conversion of specific Convertible Notes (the "Currently Issuable Shares") and ties the reported percentage to 45,088,611 shares outstanding as of February 28, 2026. It expressly excludes 9,202,764 additional convertible-note issuable shares and 4,943,555 warrant-issuable shares due to the 39.9% contractual limit.
Future SEC filings should continue to show whether conversions or exercises are restricted by the investor-rights and disposition agreement; timing and cash-flow treatment are not discussed here.