SEC FORM 4

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SEC Form 4

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

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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^*

CITIGROUP INC

(Last)

(First)

(Middle)

388 GREENWICH STREET

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

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

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

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

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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