Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

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Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

What was announced?

Transphorm announced that it has entered into a definitive agreement to be acquired by Renesas.

The all-cash transaction values Transphorm at approximately $339 million.

Under the terms of the agreement, Transphorm stockholders will receive $5.10 per share in cash for each share of Transphorm common stock that they own (“Per Share Price”).

Upon completion of the transaction, Transphorm will become a wholly owned subsidiary of Renesas.

Why is Transphorm being acquired?

The acquisition of Transphorm by Renesas is a strategic move that aims to utilize the strengths and resources of both organizations. Renesas sees great opportunities in power conversion and wants to create, with Transphorm, solutions that serve the complete market in power conversion: with Si, SiC and now Transphorm’s GaN, including all the ecosystem products- ICs – controllers, drivers, battery management and a host of power management product business lines, beyond the power switch/power device.

What is Renesas’ culture like? Is this acquisition a cultural fit?

We believe that Renesas is a strong cultural fit with Transphorm, and we encourage all to view the Renesas culture video, on our intranet.

What does the acquisition mean for Transphorm?

Until closing, it is business as usual.

Upon deal close, as a part of Renesas, Transphorm will be even better positioned to deliver valuable solutions to a broader spectrum of the world’s largest enterprises, with a continued focus on product innovation, technology innovation, manufacturing scale and quality and utilizing the sales and channel reach of Renesas.

What are the next steps? What happens between now and closing?

The transaction is subject to Transphorm stockholder approval, required regulatory clearances and the satisfaction of other customary closing conditions.

Remember that until closing, Transphorm and Renesas will remain independent, and business will continue as usual.

We expect the closing to occur in the second half of 2024.

What happens to my Transphorm RSUs during the period before closing?

Until closing, Transphorm RSUs that have been granted will continue to vest and be settled according to their vesting schedules and the terms applicable to your RSU.

Is there any change to the vesting of my Transphorm RSUs in connection with the transaction?

Immediately before the closing:

RSUs Granted Pre-August 1, 2023. Outstanding Transphorm RSUs granted before August 1, 2023, will receive full vesting acceleration.

RSUs Granted from August 1, 2023 through December 31, 2023. Outstanding Transphorm RSUs granted on or after August 1, 2023, but on or before December 31, 2023, will receive vesting acceleration as to 50% of the then unvested portion of such Transphorm RSUs.

RSUs Granted Post-December 31, 2023. No special vesting acceleration is being provided in the transaction for any Transphorm RSUs granted after December 31, 2023.

What will happen at closing to my Transphorm RSUs that are vested (but not yet settled)?

At the closing, vested Transphorm RSUs (including any Transphorm RSUs that vest in connection with the closing) will be converted into the right to receive, for each share under the vested Transphorm RSU, a cash payment equal to the Per Share Price. This amount will be paid, less applicable tax withholding, through normal payroll occurring soon after the closing date.

What will happen at closing to my Transphorm RSUs that are unvested as of the closing?

U.S. Continuing Employees. At the closing, outstanding unvested Transphorm RSUs held by U.S. employees whose employment continues upon the closing generally will be cancelled and replaced with the right to receive an unvested award of RSUs covering shares of Renesas common stock with a value substantially equivalent to the value of the Transphorm RSU determined in accordance with the definitive agreement (“Substitute RSUs”).

Other RSU Holders. At the closing, outstanding unvested Company RSUs held by any other persons generally will be cancelled and converted into the right to receive either (i) Substitute RSUs, or (ii) for each such unvested Company RSU, a cash payment equal to the Per Share Price.

Substitute RSUs. Substitute RSUs will be subject to substantially the same terms as applied to the corresponding Transphorm RSUs, including vesting (subject to minor changes to accommodate Renesas ordinary business practices).

Delayed Grant of Substitute RSUs. However, to the extent the grant of the Renesas RSUs is delayed after the closing, if there are any cancelled Transphorm RSUs that otherwise would have vested earlier than the grant date of the Renesas RSUs, a cash payment instead will be made for such vested portion, in an amount equal to, for each share under the cancelled Transphorm RSU that otherwise would have vested, the Per Share Price.

Renesas Equity Plan. Substitute RSUs will be granted under the Renesas equity plan (called the Renesas Electronics Corporation Terms and Conditions on Stock Compensation) and award agreement under that plan. After the closing, additional details will be provided to recipients regarding their Substitute RSUs.

What will happen to my Transphorm stock options?

Until closing, stock options that have been granted will continue to vest according to their vesting schedule and the terms applicable to your stock options.

At the closing, each outstanding stock option, regardless of whether vested and unvested, will be cancelled and converted into the right to receive, for each share subject to the option, a cash payment equal to the Per Share Price, reduced by the per share exercise price for the option. This amount, less applicable tax withholding, will be paid through payroll shortly following the closing of the transaction.

If an option has a per share exercise price that is greater than the Per Share Price, the option still will be cancelled but no cash payment or other consideration will be provided for the cancelled option.

For administrative reasons and in order to be able to process option exercises and finalize preparations for the closing, Transphorm may implement a black-out period to suspend option exercises shortly before the expected closing. Transphorm will provide further communication to optionees if it determines that a black-out period will apply.

What happens if I exercise my currently vested stock options before closing?

After paying the exercise price, you would receive shares of Transphorm common stock that if continued to be held through the closing, would be converted into the Per Share Price at the closing of the transaction.

Will Transphorm provide any retention incentives before closing?

Transphorm is working on a retention incentive program to provide a degree of financial security and incentive to stay beyond the closing of the transaction. We will provide more details in the coming weeks.

Will we continue to grant equity awards after the closing?

As Transphorm will no longer have publicly traded stock following the completion of the transaction, we do expect Renesas to have changes to our incentive equity structure after the closing.

Can I trade my Transphorm stock between now and the completion of the transaction?

Transphorm will continue to trade on the open market until the deal closes.

Any trading in Transphorm’s securities should only be undertaken in compliance with Transphorm’s Insider Trading Policy.

What happens if I voluntarily resign prior to the completion of the acquisition?

A voluntary resignation prior to the closing will be treated the same as voluntary resignations are treated today; you will forfeit your unvested equity awards and will not be entitled to any severance payments or benefits, unless exceptions apply.

What do I do if I am contacted by the media, financial analysts or investors?

Consistent with corporate policy, please do not respond, and forward any media inquiries to David Hanover at transphorm@kcsa.com. Inquiries from investors or financial analysts should be sent to Primit Parikh at pparikh@transphormusa.com and Cameron McAulay at cmcaulay@transphormusa.com.

Beneficial

as of January 5, 2024

Individual

Primit Parikh

Julian Humphreys

Katharina McFarland

Umesh Mishra

Cynthia (Cindi) Moreland

Kelly Smales

Eiji Yatagawa

Cameron McAulay