SEC FORM 3

Please wait

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

CITIGROUP INC

(Last)

(First)

(Middle)

388 GREENWICH STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2025

3. Issuer Name and Ticker or Trading Symbol
WOLFSPEED, INC. [ WOLF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.00125 par value	2,585,625	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2.5% Convertible Second Lien Senior Secured Notes due 2031	09/29/2025	06/15/2031	Common Stock, $0.00125 par value	20,928	$12.2323	I	See footnote⁽¹⁾
Short Put Option (obligation to buy)	10/30/2025	01/16/2026	Common Stock, $0.00125 par value	2,175	$5	I	See footnote⁽¹⁾
Equity Swap (obligation to sell)	10/10/2025	10/09/2030	Common Stock, $0.00125 par value	271,492	$33.26⁽²⁾	I	See footnote⁽¹⁾
Equity Swap (obligation to sell)	10/13/2025	10/11/2030	Common Stock, $0.00125 par value	139,152	$32.18⁽³⁾	I	See footnote⁽¹⁾
Equity Swap (obligation to sell)	10/30/2025	06/24/2026	Common Stock, $0.00125 par value	1,025,351	$30.85⁽⁴⁾	I	See footnote⁽¹⁾
Equity Swap (obligation to sell)	10/30/2025	06/24/2026	Common Stock, $0.00125 par value	134,649	$30.85⁽⁵⁾	I	See footnote⁽¹⁾

Explanation of Responses:

1. This Form 3 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.

2. CBNA entered into a cash-settled total return swap pursuant to which it will pay any increase in, and receive any decrease in, the price of 271,492 shares of Common Stock, from an initial price per share of 33.26. The final valuation date (subject to early termination by the parties) is October 9, 2030.

3. CBNA entered into a cash-settled total return swap pursuant to which it will pay any increase in, and receive any decrease in, the price of 139,152 shares of Common Stock, from an initial price per share of 32.18. The final valuation date (subject to early termination by the parties) is October 11, 2030.

4. CBNA entered into a cash-settled total return swap pursuant to which it will pay any increase in, and receive any decrease in, the price of 1,025,351 shares of Common Stock, from an initial price per share of 30.85. The final valuation date (subject to early termination by the parties) is June 24, 2026.

5. CBNA entered into a cash-settled total return swap pursuant to which it will pay any increase in, and receive any decrease in, the price of 134,649 shares of Common Stock, from an initial price per share of 30.85. The final valuation date (subject to early termination by the parties) is June 24, 2026.

	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 5 (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.