SunPower Inc. (NASDAQ: SPWR) expands White Lion stock facility and raises $3.5M via SAFE

Rhea-AI Filing Summary

SunPower Inc. filed a prospectus supplement updating its existing resale registration tied to an equity line of credit with White Lion Capital, LLC. The registration covers the potential resale of up to 48,521,163 shares of common stock that may be issued to White Lion under a Common Stock Purchase Agreement. SunPower is not selling shares in this resale and will not receive proceeds from White Lion’s market sales, though it may receive up to $48.5 million from issuing the shares to White Lion at $1.00 per share under the agreement.

The supplement also includes a Current Report detailing a new simple agreement for future equity (SAFE), under which an institutional investor invested $3,500,000. The SAFE converts into future equity at the price of the next equity financing, without a discount, and was issued relying on a Section 4(a)(2) exemption. SunPower’s common stock last closed at $0.2675 per share on Nasdaq.

Key Figures

Registered resale amount: 48,521,163 shares of common stock Potential equity line proceeds: $48.5 million SAFE investment: $3,500,000 +2 more

5 metrics

Registered resale amount 48,521,163 shares of common stock Maximum shares covered for potential resale by White Lion Capital

Potential equity line proceeds $48.5 million Maximum proceeds if Offered Securities are sold to White Lion at $1.00 per share

SAFE investment $3,500,000 Purchase Amount under the simple agreement for future equity

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

Warrant exercise price $11.50 per share Exercise price for each whole SPWRW warrant

Key Terms

equity line of credit, simple agreement for future equity, emerging growth company, Section 4(a)(2), +1 more

5 terms

equity line of credit financial

"the White Lion Purchase Agreement ... establishing an equity line of credit"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

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.

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) regulatory

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

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Selling Securityholder financial

"White Lion Capital, LLC (“White Lion” or the “Selling Securityholder”)"

A selling securityholder is someone who owns shares or investments in a company and decides to sell them to others. This could be an original investor, a company insider, or someone who bought the shares earlier. Knowing who is selling helps investors understand if the sale might affect the company's stock price or indicate how insiders feel about the company's future.

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds Proceeds, if any, arise from issuing shares to White Lion under the Common Stock Purchase Agreement; the company receives no proceeds from White Lion’s resale of shares.

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Available on EDGAR 08/10/2026 - 04:47 PM Accepted by SEC EDGAR 08/10/2026 - 04:38 PM Learn about SEC filing dates

FAQ

What stock amount is covered in SunPower (SPWR) latest prospectus supplement?

The supplement covers the potential resale of up to 48,521,163 shares of common stock that may be issued to White Lion Capital under a Common Stock Purchase Agreement linked to an equity line of credit.

Will SunPower (SPWR) receive proceeds from the White Lion share resales?

SunPower will not receive proceeds from White Lion’s resale of registered shares. It may receive up to $48.5 million from issuing the Offered Securities to White Lion at $1.00 per share under the purchase agreement.

What is the size and structure of SunPower (SPWR) new SAFE financing?

SunPower entered into a simple agreement for future equity (SAFE) with an institutional investor for a $3,500,000 investment. The SAFE converts into equity in the next financing at that financing’s price, with no discount.

At what recent price is SunPower (SPWR) common stock trading on Nasdaq?

On August 7, 2026, SunPower’s common stock closed at $0.2675 per share on the Nasdaq Global Market, compared with the $1.00 reference price used to illustrate potential equity line proceeds.

How were SunPower (SPWR) warrants described in this filing?

The filing notes outstanding warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share, with the warrants trading under the symbol SPWRW on The Nasdaq Capital Market.

Under what exemption was SunPower (SPWR) SAFE issued?

The company states the SAFE was offered and sold in reliance on the Section 4(a)(2) exemption from registration under the Securities Act of 1933, covering private offerings to institutional or sophisticated investors.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-292713

PROSPECTUS SUPPLEMENT NO. 4

(To the Prospectus dated June 1, 2026)

SUNPOWER INC.

Up to 48,521,163 Shares of Common Stock

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. 333-292713). 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 potential offer and sale of up to 48,521,163 shares of our common stock, par value $0.0001 per share (the “common stock”), by White Lion Capital, LLC (“White Lion” or the “Selling Securityholder”).

The shares of common stock to which the prospectus and this prospectus supplement relate may be issued to White Lion pursuant to the Common Stock Purchase Agreement dated July 16, 2024 between us and White Lion, as amended by Amendment No. 1 to the Common Stock Purchase Agreement dated July 24, 2024, Amendment No. 2 to the Common Stock Purchase Agreement dated August 14, 2024, and Amendment No. 3 to the Common Stock Purchase Agreement dated January 11, 2026 (as amended, the “White Lion Purchase Agreement”), establishing an equity line of credit. Such shares of our common stock include up to 48,521,163 shares of common stock (the “Offered Securities”) that we may elect, in our sole discretion, to issue and sell to White Lion from time to time during the White Lion Commitment Period (as defined in the Prospectus) subject to and pursuant to the terms and conditions of the White Lion Purchase Agreement (assuming the shares to be issued are sold at a price of $1.00 per share). See “The White Lion Transaction” for a description of the White Lion Purchase Agreement and “Selling Securityholder” for additional information regarding White Lion.

The actual number of Offered Securities issuable to White Lion will vary depending on the then-current market price of shares of our common stock sold to the Selling Securityholder under the White Lion Purchase Agreement and are subject to the further limitations set forth in the White Lion Purchase Agreement.

We are not selling any securities under the prospectus or this prospectus supplement and will not receive any of the proceeds from the sale of shares of common stock by the Selling Securityholder. However, we may receive proceeds of up to $48.5 million from the sale of the Offered Securities to the Selling Securityholder pursuant to the White Lion Purchase Agreement after the date of this prospectus (assuming the shares are sold at a price of $1.00 per share). The actual proceeds from White Lion under the White Lion Purchase Agreement may be less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold.

The Selling Securityholder 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 Securityholder may sell or otherwise dispose of the shares of common stock being registered pursuant to the prospectus and this prospectus supplement. The Selling Securityholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

The Selling Securityholder 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 10 of the prospectus, and under similar headings in any amendments or supplements to the prospectus.

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 or 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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