SunPower registers 39.5M-share Yorkville resale

SunPower registers a 39.5 million-share resale for Yorkville and sets key dates and deadlines for its virtual 2026 Annual Meeting.

Rhea-AI Filing Summary

SunPower Inc. (SPWR) filed a prospectus supplement registering the resale of up to 39,534,884 shares of common stock by YA II PN, Ltd. (Yorkville), consisting of 25,000,000 SEPA Shares issuable under a standby equity purchase agreement and 14,534,884 Debenture Shares issuable upon conversion of a YA convertible debenture. SunPower is not selling securities in this offering and will not receive proceeds from Yorkville’s resale of these shares, although it has already received $1.71 million from a convertible promissory note advance and $9.0 million from the YA Debenture and may receive additional proceeds from any future sales of shares to Yorkville under the SEPA. The filing also reports that director Jamie Haenggi will not stand for reelection at the 2026 Annual Meeting, which is scheduled to be held virtually on November 2, 2026, with a record date of September 18, 2026 and a shareholder proposal and director nomination deadline of September 28, 2026.

Key Figures

Registered resale shares: 39,534,884 shares of common stock SEPA Shares: 25,000,000 shares of common stock Debenture Shares: 14,534,884 shares of common stock +5 more

8 metrics

Registered resale shares 39,534,884 shares of common stock Shares registered for resale by YA II PN, Ltd. under the S-1 and prospectus supplement

SEPA Shares 25,000,000 shares of common stock Maximum shares SunPower may elect to issue and sell to Yorkville under the standby equity purchase agreement

Debenture Shares 14,534,884 shares of common stock Maximum shares issuable to Yorkville upon conversion of the YA Debenture

Convertible promissory note advance proceeds $1,710,000 Proceeds received January 27, 2026 from a $1,900,000 aggregate principal amount convertible promissory note as a pre-paid SEPA advance

YA Debenture proceeds $9,000,000 Proceeds from issuance and sale of the YA Debenture to Yorkville

Placement agent fee rate 5.0% Cash fee payable to Northland Capital Markets on aggregate gross proceeds from sales of convertible promissory notes and common stock under the SEPA

SPWR closing price $0.3169 per share Closing price of SunPower common stock on Nasdaq on September 16, 2026

2026 Annual Meeting date November 2, 2026 Scheduled date of SunPower’s 2026 Annual Meeting of Stockholders, held virtually

Key Terms

standby equity purchase agreement, convertible debenture, emerging growth company, underwriter, +2 more

6 terms

standby equity purchase agreement financial

"pursuant to a standby equity purchase agreement, dated as of January 27, 2026"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

convertible debenture financial

"upon conversion of a convertible debenture issued by us on March 6, 2026"

A convertible debenture is a long-term loan a company issues that pays interest like a bond but can be turned into a set number of the company’s shares under pre-agreed terms. For investors it matters because it mixes safety and upside: you get regular interest and higher repayment priority like a lender, yet you also hold an option to become a shareholder if the stock rises, which can dilute existing owners and change risk and return profiles.

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.

underwriter regulatory

"Yorkville is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act"

An underwriter is a financial firm that evaluates, guarantees and helps sell a new security offering—such as a stock or bond—by buying the issue from the issuer and reselling it to investors or organizing the sale. Think of them as a bridge or safety net: they take on the risk, set the price, handle marketing and paperwork, and their work determines how much money a company can raise and how smoothly the offering reaches the market.

Rule 14a-8 regulatory

"considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting pursuant to Rule 14a-8"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Nasdaq Global Market market

"Shares of our common stock are listed on the Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds SunPower is not selling securities in this offering and will not receive proceeds from sales by the selling securityholder; it has received $1,710,000 from a convertible promissory note advance and $9,000,000 from the YA Debenture and may receive additional proceeds from future share sales to Yorkville under the SEPA.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is SunPower Inc. (SPWR) registering in this prospectus supplement?

SunPower is registering the resale of up to 39,534,884 shares of common stock by YA II PN, Ltd. (Yorkville), including 25,000,000 SEPA Shares and 14,534,884 Debenture Shares, which have been or may be issued to Yorkville under a standby equity purchase agreement and a convertible debenture.

Does SunPower (SPWR) receive proceeds from the share resales by Yorkville?

SunPower will not receive any proceeds from Yorkville’s resale of the registered shares. It has received $1.71 million from a convertible promissory note advance and $9.0 million from the YA Debenture, and it may receive additional proceeds from any future share sales to Yorkville under the SEPA.

What are the key components of the 39,534,884 shares registered by SPWR?

The registration covers 25,000,000 shares of common stock SunPower may sell to Yorkville under the standby equity purchase agreement and 14,534,884 shares issuable upon conversion of the YA Debenture held by Yorkville, all for resale by the selling securityholder.

When will SunPower’s 2026 Annual Meeting be held and who can vote?

The 2026 Annual Meeting is scheduled for November 2, 2026 and will be held virtually. Stockholders owning SunPower common stock at the close of business on the September 18, 2026 record date, or their legal proxy holders, are entitled to vote at the meeting.

What is the deadline to submit shareholder proposals or director nominations to SPWR for 2026?

Shareholders must ensure proposals for Rule 14a-8 inclusion, as well as any other proposals or director nominations, are received by SunPower’s Secretary at its Orem, Utah headquarters by the close of business on September 28, 2026, following all applicable SEC rules and the company’s bylaws.

What board change did SunPower (SPWR) disclose in this filing?

SunPower disclosed that director Jamie Haenggi informed the company on September 17, 2026 that she will not stand for reelection at the 2026 Annual Meeting. She will continue to serve as a director until the meeting, and her decision is not due to any disagreement with the company or its board.

At what price was SunPower (SPWR) stock trading around this filing?

On September 16, 2026, the closing price of SunPower’s common stock on the Nasdaq Global Market was $0.3169 per share, as stated in the prospectus supplement describing the registered resale by Yorkville.

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

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Available on EDGAR 09/18/2026 - 06:01 AM Accepted by SEC EDGAR 09/17/2026 - 06:48 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-296206

PROSPECTUS SUPPLEMENT NO. 7

(To the Prospectus dated June 1, 2026)

SUNPOWER INC.

Up to 39,534,884 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. 333-296206). 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 SEC on September 17, 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 registration of the resale or other disposition of up to 39,534,884 shares of our common stock by YA II PN, LTD (“Yorkville”). Yorkville is also referred to in the prospectus and this prospectus supplement as the Selling Securityholder. The shares of our common stock to which the prospectus and this prospectus supplement relate have been or may be issued by us to Yorkville (i) pursuant to a standby equity purchase agreement, dated as of January 27, 2026, by and between us and Yorkville (the “SEPA”), and (ii) upon conversion of a convertible debenture issued by us on March 6, 2026 to Yorkville (the “YA Debenture”). Such shares of common stock include (i) up to 25,000,000 shares of common stock that we may, at our discretion, elect to issue and sell to Yorkville from time to time after the date of the prospectus and this prospectus supplement pursuant to the SEPA (the “SEPA Shares”) and (ii) up to 14,534,884 shares of common stock that may be issued to Yorkville upon conversion by Yorkville of the YA Debenture (the “Debenture Shares” and, collectively with the Conversion Shares, the “Offered Securities”).

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 Securityholder. Prior to the date of the prospectus and this prospectus supplement, we received (i) proceeds of $1,710,000 in connection with our sale and issuance to Yorkville on January 27, 2026 of a convertible promissory note in the aggregate principal amount of $1,900,000 as a pre-paid advance under the SEPA and (ii) proceeds of $9,000,000 from the issuance and sale by us to Yorkville of the YA Debenture; and we may receive proceeds from sales of common stock that we may elect to make to Yorkville pursuant to the SEPA, if any, from time to time after the date of the prospectus and this prospectus supplement. The net proceeds from sales, if any, under the SEPA, will depend on the frequency and prices at which we sell shares of common stock to Yorkville after the date of the prospectus and this prospectus supplement. See “PROSPECTUS SUMMARY - The Standby Equity Purchase Agreement” on page 4 of the prospectus for a description of the SEPA and YA Debenture and “SELLING SECURITYHOLDER” on page 109 of the prospectus for additional information regarding the Selling Securityholder.

The Selling Securityholder may sell or otherwise dispose of the common stock described in the prospectus and this prospectus supplement in a number of different ways and at varying prices. Yorkville is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), only with respect to advances under the SEPA (“Advances”), and any profits on the sales of shares of our common stock by Yorkville acquired under the SEPA and any discounts, commissions, or concessions received by Yorkville are deemed to be underwriting discounts and commissions under the Securities Act. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. Yorkville is not an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to the shares of our common stock issuable to Yorkville upon conversion by Yorkville of the YA Debenture. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of the common stock to which the prospectus and this prospectus supplement relate by the Selling Securityholder, including our legal and accounting fees. See “Plan of Distribution” on page 124 of the prospectus for more information. No securities may be sold without delivery of the prospectus and this prospectus supplement and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read the prospectus and this prospectus supplement and any applicable prospectus supplement before you invest in our securities.

We engaged Northland Capital Markets (“Northland”) as our placement agent in connection with the SEPA. We have agreed to pay Northland a cash fee of 5.0% based upon the aggregate gross proceeds received from the sales of convertible promissory notes and common stock that we elect to make to Yorkville pursuant to the SEPA. See “Plan of Distribution” on page 124 of the prospectus for additional information regarding this arrangement.

Shares of our common stock are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SPWR”. On September 16, 2026, the closing price of our common stock was $0.3169.

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 12 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 September 17, 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): September 17, 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

Not Applicable

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On September 17, 2026, Jamie Haenggi, a member of the Board of Directors (the “Board”) of SunPower Inc. (the “Company”), informed the Company of her decision not to stand for reelection at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Ms. Haenggi will continue to serve as a director until the 2026 Annual Meeting. Ms. Haenggi’s decision not to stand for reelection was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. 

Item 5.08 Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01 Other Events.

The Company has set November 2, 2026 as the date of the 2026 Annual Meeting. The 2026 Annual Meeting will be held virtually online by means of remote communication. More detailed information regarding the 2026 Annual Meeting will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission (“SEC”). The record date for the 2026 Annual Meeting is September 18, 2026. Stockholders owning the Company’s common stock at the close of business on such record date, or their legal proxy holders, are entitled to vote at the 2026 Annual Meeting. The Company reserves the right to change the record date or the meeting date.

Because the date of the 2026 Annual Meeting is being delayed by more than 30 days from the anniversary date of the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is hereby informing shareholders of such change. In addition, because the 2026 Annual Meeting will be held more than 30 days from the anniversary date of the 2025 Annual Meeting, the deadlines for stockholders’ nominations or proposals for consideration at the 2026 Annual Meeting set forth in the Company’s proxy statement for the 2025 Annual Meeting no longer apply. Further, because the 2026 Annual Meeting will be held more than 60 days from the anniversary date of the 2025 Annual Meeting, the deadlines set forth in the proxy statement for the 2025 Annual Meeting for shareholders to submit a notice of a proposal outside the processes of Rule 14a-8 of the Exchange Act and a notice of proposed director nominations, in each case for consideration at the 2026 Annual Meeting, no longer apply. As such, the Company is filing this Current Report on Form 8-K to inform stockholders of this change and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations.

Stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must ensure that such proposal is delivered to or mailed to and received by the Company’s Secretary at SunPower Inc., 1403 N. Research Way, Orem, UT 84097 no later than September 28, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials. Such proposals must comply with all applicable procedures and requirements of Rule 14a-8.

Any stockholder who intends to submit a director nomination or who intends to submit a proposal regarding any matter of business at the 2026 Annual Meeting other than in accordance with Rule 14a-8 or otherwise must similarly make sure that such nomination or proposal and related notice comply with all applicable rules of the SEC, the Delaware General Corporation Law and the Company’s Second Amended and Restated Bylaws, and are delivered to, or mailed and received at, the Company’s principal executive offices on or before the close of business on September 28, 2026. Any director nominations and stockholder proposals received after this deadline will be considered untimely and will not be considered for inclusion in the proxy materials for the 2026 Annual Meeting nor will they be considered at the 2026 Annual Meeting.

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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: September 17, 2026
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

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