
WOLF$31.37▼ 1.4%Wolfspeed's up-to-$1.5 billion Pentagon loan would first pay off its 15.875% notes
Wolfspeed says the Pentagon has conditionally committed up to $1.5 billion in loans. The conditions include new stock and trying to convert most of its convertible notes, which by KeyVex's math could become nearly as many shares as it had.
KeyVex News··6 min readFact-checked against 5 public records
KeyVex News··6 min readFact-checked against 5 public records
WOLF$31.37▼ 1.4%Close, Oct. 7. Prices from Tiingo.The short versionTap to readTap to close
- Wolfspeed's first-lien notes, its debt with first claim on pledged assets, would have paid 13.875% had it passed one of two tests as of June 23. It passed neither, so they pay 15.875% in cash.
- The loan would cost a Treasury rate plus 1.25 to 1.75 points, provisionally. To draw all of it, Wolfspeed must bring in at least $750 million, or what the government sets, partly in new stock.
- It must also try to convert most of its convertible notes, debt that holders can swap for stock at set prices. New shares mean each existing share owns a smaller slice of the company.
- At their conversion prices, Wolfspeed's convertible notes on June 28 could become up to about 51.8 million shares, by KeyVex's math. It had 53.0 million shares outstanding on Aug. 13.
- The government would also get warrants, rights to buy stock later at a set price, for up to 7.5% of Wolfspeed. No final loan agreement is signed; Wolfspeed says no money is assured.
The loan: Wolfspeed, a North Carolina chipmaker, said on Oct. 7 that the Defense Department's Office of Strategic Capital had conditionally committed up to $1.5 billion of 30-year loans.8-K The office is part of the Pentagon; Wolfspeed's filing calls the department the Department of War. The news came in a Form 8-K, the report companies file on major events, accepted at 4:18 p.m., after the close.8-KInvestor.gov
The first $600 million: The loan would come in up to four installments, or tranches. The first, $600 million, would refinance in full Wolfspeed's first-lien notes due 2030 and pay transaction costs.8-K That is less than the $635.9 million of those notes outstanding on June 28, and the 8-K does not say how any difference would be covered.10-K Only the later tranches, $900 million in all, would fund what the 8-K calls the Project: silicon carbide wafers and chips, gallium nitride chips, radio-frequency wafer technology and radiation hardening.8-K8-K
Why it matters: At 15.875% in cash, that $635.9 million costs about $101 million a year in interest, by KeyVex's math.10-K The new loan would charge a Treasury rate plus a premium the 8-K provisionally puts at 1.25 to 1.75 points.8-K But two of its conditions run through Wolfspeed's stock: selling at least $150 million of new stock, and trying to convert most of its convertible notes. At their conversion prices, those notes could become nearly as many shares as it had outstanding in August, by KeyVex's math.8-K10-K
The stock: Wolfspeed closed at $31.37 on Oct. 7, before the news, and rose 27% in extended trading, Reuters reported.Chart dataReuters On Oct. 8 it was up 14% in morning trading, 24/7 Wall St. reported.24/7 Wall St.
Wolfspeed's stock since it left bankruptcyDaily close, Sept. 29, 2025 to Oct. 7, 2026 ▲ 41.9%Show chartHide chart
How Wolfspeed got here
In October 2024, Wolfspeed announced a preliminary memorandum of terms with the Commerce Department for up to $750 million of proposed direct funding under the CHIPS Act.8-K It later went through Chapter 11 and emerged on Sept. 29, 2025, with $1.3 billion of new first-lien notes among $2.1 billion of new secured debt.10-K
It has since paid down about half of those notes. It bought back $175.0 million in December. In March it redeemed $475.9 million more with proceeds from new convertible notes and a sale of stock and pre-funded warrants.10-K
The rate on what was left went up anyway. The notes would have paid 13.875% in cash if Wolfspeed had passed one of two tests as of June 23. One required at least $450 million of disbursements from CHIPS Act grants, with less than $1 billion of the notes outstanding. The other was a ratio of the notes to EBITDA, a measure of earnings. Wolfspeed met neither, so the rate became 15.875%.10-K The annual report says Wolfspeed is still pursuing CHIPS Act and other federal funding.10-K
What the loan would cost in shares
Every tranche depends on a "minimum contribution": money Wolfspeed brings in after June 28 from what the 8-K calls qualifying sources.8-K
the Company’s contribution of Qualifying Sources (as defined below) received after June 28, 2026 in an aggregate amount of at least $750 million or such other amount determined by the OSC during its due diligence
The first $150 million must be new stock sold to investors unconnected to the government, $50 million of it before the loan takes effect. The other $600 million can come from stock, excess cash or converted notes counted at face value, partly at the office's discretion. Separately, Wolfspeed must use "commercially reasonable efforts" to convert "a substantial majority" of its convertible notes into stock.8-K
Those notes are large next to Wolfspeed's share count. On June 28, it had $849.7 million of convertible notes in three issues: one held by Renesas Electronics, one by other holders, and one sold in March. They convert at $12.23, $18.35 and about $20.14 a share.10-K All three prices were below the stock's Oct. 7 close.Chart data At those prices, the notes could become up to about 51.8 million shares, by KeyVex's math, against 53.0 million outstanding on Aug. 13. Wolfspeed can choose to settle conversions of any of the three issues in cash, or a mix of cash and stock, instead, its annual report says.10-K
The three issues come to about 51.8 million shares. "1.5L" and "2L" are the notes' places in line for the company's pledged assets. Some holders may have converted between June 28 and Aug. 13, which would already be in the Aug. 13 count. Source: Wolfspeed Form 10-K, filed Aug. 20, 2026.
The government would also get two warrants, issued in step as tranches are funded: one for 5% of Wolfspeed's fully diluted equity, counting the warrants themselves, and one for 2.5%. Each would have an exercise price based on an agreed average market price and last 10 years.8-K In the 8-K's risk factors, Wolfspeed says existing stockholders "will experience substantial dilution" if shares are issued on exercise.8-K
What else the loan would require
The loan would be secured, so the government's claim on Wolfspeed's assets would rank ahead of stockholders, the filing says.8-K Until the later of full repayment and the loan's maturity date, most directors would have to be U.S. citizens and the headquarters in the United States. The chief executive must be a national of a permitted jurisdiction. The Office of Strategic Capital could name a nonvoting observer to the board.8-K
The repayment terms are long. For the first five years, interest can be added to the loan instead of paid in cash, as long as there is no default. After that, principal and interest would be paid quarterly over 25 years.8-K For scale, the 30-year Treasury yield was 5.64% on Oct. 6, Federal Reserve data show; the 8-K says only that the rate is expected to track a Treasury of "similar maturity."FRED8-K
What still has to happen
A long list. The department needs authorization from Congress, available appropriations and the concurrence of the Office of Management and Budget, which the 8-K says are "beyond the control of the Company." The office must finish its due diligence "in its sole discretion." Wolfspeed needs letters of intent or offtake agreements, which are deals to buy its output, and changes or waivers from holders of some of its existing debt.8-K
Gregor van Issum, Wolfspeed's chief financial officer, called the commitment "another significant milestone in our ongoing efforts to optimize Wolfspeed's capital structure."8-K In the same filing, Wolfspeed says its business plan will require more capital beyond this loan. Without the loan, it says, it may have to reduce the scope of its operations unless it finds other financing.8-K
The filing says there can be no assurance that definitive agreements will be signed or that any financing will be provided.8-K
What to watch
The next annual test for a lower cash rate on the first-lien notes, if they are still outstanding, under the notes' terms.
Maturity of the first-lien notes the first $600 million would refinance.
The paper trail
The Wolfspeed filings behind this story, Oct. 15, 2024, through Oct. 7, 2026, with the time EDGAR accepted each one (Eastern).
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Oct. 15, 2024, 6:54 a.m. | 8-K | Wolfspeed | Preliminary memorandum of terms with Commerce for up to $750 million of proposed direct funding under the CHIPS Act. |
| Aug. 20, 2026, 4:11 p.m. | 10-K | Wolfspeed | Annual report: $635.9 million of first-lien notes and $849.7 million of convertible notes outstanding on June 28; notes' cash rate at 15.875% since June 23. |
| Oct. 7, 2026, 4:18 p.m. | 8-K | Wolfspeed | Conditional commitment for up to $1.5 billion: tranches, rate, minimum contribution, warrants, governance terms and risk factors. |
Sources
10 sources, 5 of them public records
Public records
- Wolfspeed Inc., Form 8-K, Items 7.01 and 8.01: conditional commitment letter with the Office of Strategic CapitalSEC EDGAR · Oct. 7, 2026
- Wolfspeed Inc., Form 8-K, Exhibit 99.1: "Wolfspeed Announces Conditional 30-Year, $1.5 Billion Loan Commitment from U.S. Department of War"SEC EDGAR · Oct. 7, 2026
- Wolfspeed Inc., Form 10-K for the fiscal year ended June 28, 2026SEC EDGAR · Aug. 20, 2026
- Wolfspeed Inc., Form 8-K: amended notes indenture and CHIPS Act preliminary memorandum of termsSEC EDGAR · Oct. 15, 2024
- 30-Year Treasury Constant Maturity Rate (DGS30)Federal Reserve Bank of St. Louis (FRED) · Oct. 6, 2026
Rules and references
- Form 8-K (glossary)SEC, Investor.gov · accessed Oct. 8, 2026
Reporting
- "Wolfspeed secures $1.5 billion conditional loan commitment from US defense department" (as syndicated)Reuters · Oct. 7, 2026
- "Wolfspeed Soars 14% on $1.5B Conditional Department of War Loan Commitment"24/7 Wall St. · Oct. 8, 2026
Data
- End-of-day prices for WOLF, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 7, 2026
- The chart's Filings layer: KeyVex's insider trade, 8-K and lobbying records for WOLFKeyVex · through Oct. 7, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends, through Oct. 7, 2026, the last close in KeyVex's data when this story was written. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to Wolfspeed's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's Wolfspeed stock page, a selection of insider trades, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- Annual interest on the first-lien notes is the June 28, 2026, principal of $635.9 million times the 15.875% cash rate: $100.9 million, rounded to about $101 million in the text. It ignores any change in principal after June 28.
- Shares from the convertible notes are each issue's principal outstanding on June 28, 2026, divided by its conversion price: $267.1 million at $12.23 (21.8 million shares), $203.6 million at $18.35 (11.1 million) and $379.0 million at 49.6623 shares per $1,000 (18.8 million), 51.8 million in all. It ignores conversions after June 28, interest paid in kind and any adjustment to the conversion rates. The 53.0 million shares outstanding (52,995,396) are as of Aug. 13, 2026, from the cover of the 10-K.
- The loan's terms, including the 1.25 to 1.75 point premium and the warrant percentages, are provisional and subject to the definitive agreements, the 8-K says.




