[SCHEDULE 13G/A] WOLFSPEED, INC. Amended Passive Investment Disclosure

Renesas Electronics America Inc. filed an amendment to a Schedule 13G/A reporting beneficial ownership of Wolfspeed, Inc. common stock.

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.

Insights

Corporate Governance Analyst

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.

Securities & Compliance Counsel

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 05:57 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Wolfspeed, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

97785W106

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 97785W106

1

Names of Reporting Persons

Renesas Electronics America Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,463,772.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 18,745,855.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,745,855.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

39.9 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): 97785W106

1

Names of Reporting Persons

Renesas Electronics Corporation

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,463,772.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 18,745,855.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,745,855.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

39.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Item 9 is based on (i) 16,852,372 shares of Common Stock and (ii) 1,893,483 shares of Common Stock currently issuable upon conversion of the Issuer's 2.5% Convertible Second Lien Senior Secured Notes due 2031 (the "Convertible Notes") held by Renesas Electronics America Inc. ("REA") (the "Currently Issuable Shares").

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Wolfspeed, Inc.
(b)	Address of issuer's principal executive offices: 4600 Silicon Drive, Durham, NC, 27703
Item 2.
(a)	Name of person filing: Renesas Electronics America Inc.
(b)	Address or principal business office or, if none, residence: 6024 Silver Creek Valley Road, San Jose, CA 95138
(c)	Citizenship: CA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 97785W106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to Item 9 on the cover pages hereto. The number of Current Issuable Shares gives effect to the 39.9% beneficial ownership limitation, effective as of January 29, 2026, pursuant to the investor rights and disposition agreement, dated September 29, 2025, by and between REA and the Issuer. In this regard, the reported amount does not include 9,202,764 shares of Common Stock that would be issuable upon conversion of the Convertible Notes or 4,943,555 shares of Common Stock that would be issuable upon the exercise of the warrant to purchase Common Stock of the Issuer held by REA, in each case, if the reporting persons were not subject to the 39.9% beneficial ownership limitation. Item 11 is based on 45,088,611 shares of Common Stock outstanding as of February 28, 2026, as reported on the Issuer's prospectus filed pursuant to rule 424(b)(3) on March 18, 2026, plus the Currently Issuable Shares. Renesas Electronics Corporation, as the sole shareholder of REA, may be deemed to have beneficial ownership of the securities beneficially owned by REA.
(b)	Percent of class: See response to Item 11 on the cover pages hereto and to Item 4(a) hereof.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on the cover pages hereto.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on the cover pages hereto.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover pages hereto.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover pages hereto.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Renesas Electronics America Inc.

Signature:	/s/ Takahiro Homma
Name/Title:	Takahiro Homma - Authorized Signatory
Date:	05/11/2026

Renesas Electronics Corporation

Signature:	/s/ Takahiro Homma
Name/Title:	Takahiro Homma - General Counsel
Date:	05/11/2026

Exhibit Information

Exhibit 99.1 JOINT FILING STATEMENT