WOLF Supply Overhang
Assigning role: Event-Driven Equity Analyst.
Goal: identify who/what can hit the WOLF float, how many shares, when, and what must happen first.
What can hit the float (and when) 1) Renesas-directed primary/ATM share sales (company-issued) — earliest ~Feb 9, 2026
- Under an Investor Rights & Disposition Agreement, Wolfspeed must, after request, sell new shares in a registered primary or via ATM and remit cash to Renesas, reducing shares otherwise owed to Renesas.
- Renesas cannot exercise these “designation rights” until 19 weeks after the Plan Effective Date (Sep 29, 2025) ? earliest Feb 9, 2026. That’s an explicit timeline; not merely “speculative.” ( SEC)
2) Renesas “Base Distribution” equity — contingent issuance, timing = upon regulatory approvals
- Wolfspeed reserved 16,852,372 new shares for Renesas from the plan Share Reserve, issuable only if all “Regulatory Approvals” arrive before the Regulatory Trigger Deadline.
- If approvals don’t arrive by that deadline, only 871,287 shares go to Renesas; the 871,287 otherwise go to legacy holders if approvals are on time. These are real potential adds to float upon issuance. ( SEC)
3) Renesas Warrant — 4,943,555 shares @ $23.95, not exercisable yet
- Issued at emergence but “not exercisable until all Regulatory Approvals have been received.”
- Contains 2-year Black-Scholes protection and, until approvals, a cash alternative: the company may sell “Warrant Consideration Shares” and remit proceeds to Renesas (another supply path if registered). Exercise window = 3 years from Sep 29, 2025 (extendable by 1 year if triggers). ( SEC)
4) Convertible overhang (creditor & Renesas 2L converts)
- Holders of New 2L Convertible Notes (and New Renesas 2L Convertible Notes) have registration rights; Wolfspeed must file a shelf (S-1 or S-3) within 45 days of Sep 29, 2025 for those holders (and, for Renesas, within 45 days of its Base Distribution Date). Once effective, these securities can convert and be resold, increasing float. (Check for the shelf filing around Nov 13, 2025.) ( SEC)
5) Management & Incentive equity
- A 2025 MIP reserves 8,117,851 shares. These vest over time; they’re not an immediate unlock, but they are future supply once vested/registered (or under Rule 144). ( SEC)
Current share math (post-emergence) - Outstanding at emergence (Sep 29, 2025): ~25,840,656 shares.
- Reserved for issuance under Plan: ~73,030,424 shares (covers Renesas distributions, warrants, converts, and incentive plans).
- Legacy equity was cancelled; legacy holders received ~1,306,896 shares (with a contingent +871,287 if approvals hit before the deadline). ( SEC)
What’s locked vs. what’s gated - Hard lock (time-based): the 19-week bar (to Feb 9, 2026) on Renesas directing primary/ATM sales that feed market supply. ( SEC)
- Regulatory gate (event-based): Regulatory Approvals control (i) Renesas Base Distribution shares issuance timing and (ii) exercisability of the Renesas Warrant. Until approvals, supply can still appear via company-issued, registered offerings directed by Renesas after the 19-week date. ( SEC)
- Registration gate (filing-based): Wolfspeed is obligated to file shelves for RRA counterparties within 45 days of Sep 29, 2025, enabling resales/primary issuance once effective. Monitor EDGAR for S-1/S-3 effectiveness and any prospectus supplements. ( SEC)
Dates to watch (Toronto time) - Sep 29, 2025 — Plan Effective Date; new WOLF began trading; old stock cancelled; ~25.84M new shares outstanding. ( Barron's)
- ~Nov 13, 2025 — 45-day deadline for Wolfspeed to file the shelf for convertible holders per the Registration Rights Agreement. ( SEC)
- Feb 9, 2026 — 19-weeks post-effective; first day Renesas can direct ATM/primary sales with proceeds to Renesas (subject to other conditions). ( SEC)
- Regulatory Trigger Deadline — not a fixed calendar date in the 8-K; it’s a plan-defined milestone determining whether 16.85M Renesas shares are issued vs. only 871k, and whether legacy holders get the 871k. Monitor plan docket/8-Ks for the exact trigger date. ( SEC)
Bottom line (supply overhang) - Near term (now ? Nov/Dec 2025): Watch for shelf registration filings/effectiveness. That’s the enabling step for convertible-driven resales and any company-issued supply. ( SEC)
- Medium term (from Feb 9, 2026): Renesas can force company-issued supply (registered primary/ATM) with cash remitted to Renesas, effectively adding float without Renesas itself selling unlocked stock. ( SEC)
- Event-driven: If Regulatory Approvals arrive, expect up to 16.85M shares to be issued to Renesas (or sold for its benefit), plus the warrant (4.94M) becoming exercisable — both material potential float additions. ( SEC)
If helpful, I can build a dilution table keyed to: (a) approvals outcome, (b) Renesas ATM/primary usage after Feb 9, 2026, and (c) partial/fully-converted 2L scenarios. Otherwise, here’s a tight source pack for your files: Wolfspeed’s emergence 8-Ks / agreements (share counts, reserves, 19-week bar, registration rights), company PR, and major press. ( SEC) |
