SunPower registers 45.6M shares for resale

SunPower registers 45.6 million shares for resale and sets November 2, 2026 for its virtual annual meeting with late-September shareholder proposal deadlines.

Rhea-AI Filing Summary

SunPower Inc. (SPWR) has filed a prospectus supplement registering the resale of up to 45,571,137 shares of common stock by existing selling securityholders. These consist of 19,300,991 Exchange Shares issued in lieu of approximately $10.7 million of cash interest on various 2029 Convertible Senior Notes and 26,270,146 FPA Shares issued or issuable under OTC Equity Prepaid Forward Transaction Settlement Agreements and related Forward Purchase Agreements. SunPower is not selling any securities in this offering and will not receive proceeds from any resale of these shares. Separately, SunPower disclosed 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 stockholder proposal and director nomination deadlines of September 28, 2026.

Filing Explained

The filing clarifies that of the 26,270,146 FPA shares registered for resale, 17,900,462 have been issued and up to 8,369,684 remain issuable; registration permits resale but does not itself mean those shares were sold.

Key Figures

Shares registered for resale: 45,571,137 shares of common stock Exchange Shares: 19,300,991 shares of common stock FPA Shares total: 26,270,146 shares of common stock +5 more

8 metrics

Shares registered for resale 45,571,137 shares of common stock Shares offered for resale by selling securityholders under the prospectus supplement

Exchange Shares 19,300,991 shares of common stock Issued in exchange for approximately $10.7 million of cash interest on 2029 Convertible Senior Notes

FPA Shares total 26,270,146 shares of common stock Shares issued or issuable under FPA Settlement Agreements and related Forward Purchase Agreements

FPA Shares already issued 17,900,462 shares of common stock Issued to selling securityholders under FPA Settlement Agreements

Additional FPA Shares issuable 8,369,684 shares of common stock Maximum additional FPA Shares that may be issued under FPA Settlement Agreements

Cash interest exchanged $10.7 million Approximate cash interest otherwise payable on July 1, 2026, October 1, 2026 and January 1, 2027 exchanged for Exchange Shares

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

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

Key Terms

Convertible Senior Notes, OTC Equity Prepaid Forward Transaction Settlement Agreements, Forward Purchase Agreements, emerging growth company, +2 more

6 terms

Convertible Senior Notes financial

"holders of our 12.0% Convertible Senior Notes due 2029"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

OTC Equity Prepaid Forward Transaction Settlement Agreements financial

"pursuant to the terms of separately- and privately-negotiated OTC Equity Prepaid"

Forward Purchase Agreements financial

"FPA Settlement Agreements and related Forward Purchase Agreements"

A forward purchase agreement is a contract where a buyer promises to purchase securities or assets from a company at a set price and future date, often contingent on certain conditions being met. For investors, it matters because it provides assured future funding or supply—similar to booking a delivery in advance—which can stabilize a company’s plans but may also dilute existing shareholders or change expected returns once the agreed sale occurs.

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.

Rule 14a-8 regulatory

"pursuant to Rule 14a-8 under the Exchange Act must ensure that such proposal"

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.

record date financial

"The record date for the 2026 Annual Meeting is September 18, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Offering Details

secondary

Offering

Offering Type secondary

Use of Proceeds SunPower Inc. will not receive any proceeds from the sale of shares of common stock by the selling securityholders.

FAQ

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

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

SunPower is registering the resale of up to 45,571,137 shares of common stock by selling securityholders. The company is not issuing new shares in this filing and is not the seller of the registered shares.

Will SunPower (SPWR) receive any proceeds from the registered share sales?

No. SunPower states it is not selling any securities in this offering and will not receive any proceeds from sales of common stock by the selling securityholders.

How are the 45,571,137 SunPower (SPWR) shares allocated between Exchange and FPA Shares?

The registration covers 19,300,991 Exchange Shares issued in lieu of about $10.7 million of cash interest on 2029 Convertible Senior Notes and 26,270,146 FPA Shares issued or issuable under FPA Settlement Agreements and related Forward Purchase Agreements.

When is SunPower’s 2026 Annual Meeting and what is the record date?

SunPower has set November 2, 2026 for the 2026 Annual Meeting, which will be held virtually. Stockholders of record at the close of business on September 18, 2026 are entitled to vote at the meeting.

What is the deadline for SunPower (SPWR) shareholders to submit proposals or director nominations?

Shareholders must ensure proposals under Rule 14a-8, as well as any other proposals or director nominations, are received by SunPower’s Secretary by the close of business on September 28, 2026.

Why is director Jamie Haenggi leaving SunPower’s board?

Jamie Haenggi informed SunPower that she will not stand for reelection at the 2026 Annual Meeting and will serve until then. The company states her decision was not due to any disagreement with the company or the board.

What was SunPower (SPWR)’s recent Nasdaq closing price mentioned in the filing?

The filing notes that on September 16, 2026, SunPower’s common stock closed at $0.3169 per share on the Nasdaq Global Market under the symbol SPWR.

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 - 06:49 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-297660

PROSPECTUS SUPPLEMENT NO. 4

(To the Prospectus dated August 4, 2026)

SUNPOWER INC.

Up to 45,571,137 Shares of Common Stock

This prospectus supplement supplements the prospectus dated August 4, 2026 (as amended or supplemented, the “prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-297660). 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 offer and sale from time to time by the selling securityholders named in the prospectus or their permitted transferees (the “Selling Securityholders”) of up to 45,571,137 shares of our common stock, par value $0.0001 per share (the “common stock”), consisting of (i) 19,300,991 shares of common stock (the “Exchange Shares”) issued by us pursuant to separately- and privately-negotiated agreements (the “Exchange Agreements”) with certain holders of our 12.0% Convertible Senior Notes due 2029 (the “12.0% Notes”), 10.0% Convertible Senior Secured Notes due 2029 (the “10.0% Notes”) and 7.0% Convertible Senior Notes due 2029 (the “7.0% Notes” and together with the 12.0% Notes and the 10.0% Notes, collectively, the “Notes”) in exchange for approximately $10.7 million of cash interest otherwise payable on July 1, 2026, October 1, 2026 and January 1, 2027, and (ii) 26,270,146 shares of common stock (the “FPA Shares”) issued or issuable by us pursuant to the terms of separately- and privately-negotiated OTC Equity Prepaid Forward Transaction Settlement Agreements (the “FPA Settlement Agreements”) and related Forward Purchase Agreements. The Exchange Shares were issued by us to the Selling Securityholders pursuant to the Exchange Agreements on July 1, 2026. A total of 17,900,462 FPA Shares were issued by us to the Selling Securityholders pursuant to FPA Settlement Agreements, and up to an additional 8,369,684 FPA Shares are issuable pursuant to the FPA Settlement Agreements.

See “Prospectus Summary” for a description of the Exchange Agreements, the Notes, and the FPA Settlement Agreements and related Forward Purchase Agreements and “Selling Securityholders” for additional information regarding the Selling Securityholders.

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 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 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 9 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 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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