Large owner Citigroup Inc bought $5,160,602 worth of shares (194,305 units at $26.56) and sold $5,089,994 worth of shares (194,423 units at $26.18) (SEC Form 4)
$WOLF
Semiconductors
Technology
| 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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
WOLFSPEED, INC. [ WOLF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||