SunPower Inc. (SPWR) updates 55M-share resale and issues $3.5M SAFE

Rhea-AI Filing Summary

SunPower Inc. filed a prospectus supplement updating an existing resale registration covering up to 55,088,493 shares of common stock for selling securityholders. This consists of up to 36,283,183 Conversion Shares issuable upon conversion of its 10.0% convertible senior secured notes due 2029 and 18,805,310 Exchange Shares previously issued under April 21, 2026 Exchange Agreements. SunPower is not selling any securities in this registration and will not receive proceeds from any resale, though it will bear registration-related expenses.

The supplement includes a current report describing a new financing. On August 4, 2026, SunPower entered into a simple agreement for future equity (SAFE) with an institutional investor for a $3,500,000 investment. The SAFE will convert into SunPower equity in the next equity financing at the same price per security and without any discount. The SAFE was issued as an unregistered security relying on Section 4(a)(2) of the Securities Act. SunPower’s common stock trades on Nasdaq under the symbol SPWR, with a closing price of $0.2675 on August 7, 2026.

Key Figures

Shares registered for resale: 55,088,493 shares of common stock Conversion Shares: 36,283,183 shares of common stock Exchange Shares: 18,805,310 shares of common stock +4 more

7 metrics

Shares registered for resale 55,088,493 shares of common stock Total Offered Securities for selling securityholders

Conversion Shares 36,283,183 shares of common stock Issuable upon conversion of 10.0% convertible senior secured notes due 2029

Exchange Shares 18,805,310 shares of common stock Issued under Exchange Agreements dated April 21, 2026

SAFE Purchase Amount $3,500,000 Investment by an institutional investor under a simple agreement for future equity

Note coupon 10.0% Interest rate on convertible senior secured notes due 2029

Recent share price $0.2675 per share Closing price of common stock on August 7, 2026

Warrant exercise price $11.50 per share Exercise price for each whole warrant exercisable for one share of common stock

Key Terms

simple agreement for future equity, convertible senior secured notes, emerging growth company, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

simple agreement for future equity financial

"entered into a simple agreement for future equity (the “SAFE”)"

A simple agreement for future equity is an investment contract that gives an investor the right to receive company shares at a later financing event or sale instead of getting shares immediately. Think of it like a voucher that converts into ownership once the company’s value is formally set; it matters to investors because it fixes how and when ownership is awarded, affects how much of the company they ultimately own, and influences dilution and return potential.

convertible senior secured notes financial

"our 10.0% convertible senior secured notes due 2029"

A convertible senior secured note is a loan that a company issues which is backed by specific assets and gets paid before other debts if the company fails, while also giving lenders the option to convert the loan into the company’s shares. For investors this matters because the security and senior status reduce credit risk like a mortgage on a house, but the conversion feature can dilute existing shareholders and tie returns to the stock’s future performance.

emerging growth company regulatory

"We are an “emerging growth company” as defined under U.S. federal securities laws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"made in reliance upon the exemption from registration contained in Section 4(a)(2)"

selling securityholders financial

"offer and sale from time to time by the selling securityholders named"

Selling securityholders are existing owners of a company's stocks or other tradable claims who are offering some or all of their holdings for sale in a public offering or secondary transaction. Investors watch these sellers because large or insider sales can increase the number of shares available, put downward pressure on price, and signal insiders’ views about future prospects—much like many people selling tickets at once can change the market for an event.

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds The company is not selling any securities and will not receive proceeds from sales by the Selling Securityholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 04:47 PM Accepted by SEC EDGAR 08/10/2026 - 04:37 PM Learn about SEC filing dates

FAQ

What total number of shares are covered by SunPower (SPWR) in this resale registration?

The registration covers up to 55,088,493 shares of SunPower common stock, including 36,283,183 Conversion Shares from 10.0% notes and 18,805,310 Exchange Shares already issued to certain selling securityholders.

Is SunPower (SPWR) receiving any cash from the resale of these registered shares?

No. SunPower is not selling any securities in this registration and will not receive any proceeds from sales by the selling securityholders, though it will pay registration-related legal and accounting expenses.

What are the key terms of SunPower’s 10.0% convertible senior secured notes due 2029?

The company’s 10.0% convertible senior secured notes due 2029 are convertible into up to 36,283,183 shares of common stock, which are being registered for resale as Conversion Shares by the selling securityholders.

What new financing did SunPower (SPWR) enter into via a SAFE on August 4, 2026?

SunPower entered into a simple agreement for future equity (SAFE) with an institutional investor for a $3,500,000 Purchase Amount, convertible into equity at the price of the next equity financing, with no conversion discount.

How will the SAFE issued by SunPower (SPWR) convert into equity?

The SAFE converts into equity securities equal to the $3,500,000 Purchase Amount divided by the price per share or unit in SunPower’s next equity financing, and it does so without any discount to that financing price.

On which market is SunPower (SPWR) listed and what was its recent closing price?

SunPower’s common stock trades on the Nasdaq Global Market under the symbol SPWR. On August 7, 2026, the closing price of its common stock was $0.2675 per share.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-296205

PROSPECTUS SUPPLEMENT NO. 4

(To the Prospectus dated June 1, 2026)

SUNPOWER INC.

18,805,310 Shares of Common Stock

Up to 36,283,183 Shares of Common Stock Issuable Upon Conversion of Convertible Notes

This prospectus supplement supplements the prospectus dated June 1, 2026 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-296205). This prospectus supplement is being filed to update and supplement the information in the prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2026 (the “Current Report” and such information, the “Supplemental Information”). Accordingly, we have attached the Current Report to this prospectus supplement with respect to the Supplemental Information.

The prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the prospectus and this prospectus supplement or their permitted transferees, donees, pledgees and other successors-in-interest (collectively, the “Selling Securityholders”) of up to 55,088,493 shares of our common stock, par value $0.0001 per share (the “common stock”), consisting of (i) up to 36,283,183 shares of common stock (the “Conversion Shares”) issuable upon conversion of our 10.0% convertible senior secured notes due 2029 (the “10.0% Notes”); and (ii) 18,805,310 shares of common stock (the “Exchange Shares” and, together with the Conversion Shares, the “Offered Securities”) issued by us to certain Selling Securityholders pursuant to the Exchange Agreements, each dated April 21, 2026, by and between the Company and such Selling Securityholders (the “Exchange Agreements”). 

See “Prospectus Summary” for a description of the 10.0% Notes and the Exchange Agreements and “SELLING SECURITYHOLDERS” on page 100 of the prospectus for additional information regarding the Selling Securityholders.

We are not selling any securities under the prospectus and this prospectus supplement and will not receive any of the proceeds from the sale of our common stock by the Selling Securityholders.

The Selling Securityholders may sell or otherwise dispose of the shares of common stock described in the prospectus and this prospectus supplement in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Securityholders may sell or otherwise dispose of the shares of common stock being registered pursuant to the prospectus and this prospectus supplement. None of the Selling Securityholders are an “underwriter” with respect to the securities registered hereunder within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

The Selling Securityholders will pay all brokerage fees and commissions and similar expenses attributable to the sales of its common stock. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares of common stock offered hereby, including legal and accounting fees. See “Plan of Distribution.”

Shares of our common stock are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SPWR”. On August 7, 2026, the closing price of our common stock was $0.2675.

This prospectus supplement should be read in conjunction with the prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 8 of the prospectus, and under similar headings in any amendments or supplements to the prospectus and this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of the prospectus and this prospectus supplement. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated August 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2026

SunPower Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40117		93-2279786
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1403 N. Research Way, Orem UT		84097
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 299-4943

45700 Northport Loop East, Fremont CA 94538

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SPWR		The Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share		SPWRW		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry into a Material Definitive Agreement

On August 4, 2026, SunPower Inc. (the “Company”) entered into a simple agreement for future equity (the “SAFE”) with an institutional investor in connection with its investment of $3,500,000 (the “Purchase Amount”) in the Company. The SAFE is convertible into equity securities of the Company in an amount equal to the Purchase Amount divided by the applicable price per share, unit or other increment of the securities issued by the Company in its next equity financing transaction, and without any discount.

Item 3.02. Unregistered Sales of Equity Securities

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the issuance of the SAFE is incorporated by reference herein in its entirety. The offer and sale of the SAFE was made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SunPower Inc.
Dated: August 10, 2026
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

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