SunPower (NASDAQ: SPWR) details Yorkville resale and $3.5M SAFE financing

Rhea-AI Filing Summary

SunPower Inc. updated its prospectus to cover the resale of up to 22,381,878 shares of common stock by YA II PN, LTD (Yorkville) under a standby equity purchase agreement. These include 22,206,878 Conversion Shares from a convertible promissory note and 175,000 Commitment Shares issued as consideration.

SunPower is not selling shares in this registration and will not receive proceeds from Yorkville’s resales. It has previously received $1,710,000 from a $1,900,000 convertible note pre-paid advance, $9,000,000 from the YA Debenture, and engaged Northland Capital Markets for a 5.0% cash fee on SEPA-related proceeds. Separately, SunPower entered into a $3,500,000 simple agreement for future equity (SAFE) with an institutional investor, which will convert into equity at the price of the next equity financing, without discount.

Key Figures

Resale registration size: 22,381,878 shares of common stock Conversion Shares: 22,206,878 shares of common stock Commitment Shares: 175,000 shares of common stock +5 more

8 metrics

Resale registration size 22,381,878 shares of common stock Maximum number of shares registered for resale by Yorkville

Conversion Shares 22,206,878 shares of common stock Shares issuable to Yorkville upon conversion of the convertible promissory note

Commitment Shares 175,000 shares of common stock Shares issued to Yorkville as consideration for its SEPA commitment

Convertible note principal $1,900,000 Aggregate principal amount of the convertible promissory note issued to Yorkville

Proceeds from convertible note $1,710,000 Cash proceeds received in connection with the pre-paid advance under the SEPA

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

SAFE Purchase Amount $3,500,000 Investment amount under the simple agreement for future equity with an institutional investor

Stock closing price $0.2675 per share Closing price of SunPower common stock on August 7, 2026 on Nasdaq

Key Terms

standby equity purchase agreement, simple agreement for future equity, emerging growth company, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 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.

simple agreement for future equity financial

"entered into a simple agreement for future equity (the “SAFE”) with an institutional investor"

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) of the Securities Act of 1933 regulatory

"offer and sale of the SAFE was made in reliance upon the exemption from registration contained in Section 4(a)(2)"

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.

Offering Details

resale

Offering

Offering Type resale

Use of Proceeds The company will not receive proceeds from resales by the selling securityholder; it has previously received $1,710,000 from a $1,900,000 convertible note pre-paid advance, $9,000,000 from the YA Debenture, and $3,500,000 from a SAFE financing.

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Available on EDGAR 08/10/2026 - 04:47 PM Accepted by SEC EDGAR 08/10/2026 - 04:39 PM Learn about SEC filing dates

FAQ

What does SunPower (SPWR) register in this prospectus supplement?

SunPower registers the resale of up to 22,381,878 shares of common stock held or issuable to Yorkville under a standby equity purchase agreement. SunPower itself is not selling any shares in this registration.

Does SunPower (SPWR) receive proceeds from the Yorkville resale?

SunPower will not receive proceeds from Yorkville’s resale of the 22,381,878 shares. It may receive proceeds only from any future share sales it elects to make to Yorkville under the SEPA, separate from the registered resales.

How much financing has SunPower (SPWR) obtained from Yorkville so far?

SunPower has received $1,710,000 from a $1,900,000 convertible note pre-paid advance and $9,000,000 from the YA Debenture. These amounts relate to its broader financing arrangements with Yorkville under the SEPA framework.

What is the $3,500,000 SAFE SunPower (SPWR) issued?

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

Who is Yorkville in SunPower’s (SPWR) financing structure?

YA II PN, LTD (“Yorkville”) is the Selling Securityholder under a standby equity purchase agreement. It holds Conversion and Commitment Shares and may resell up to 22,381,878 registered shares of SunPower common stock into the market.

What fees will SunPower (SPWR) pay to its placement agent?

SunPower engaged Northland Capital Markets as placement agent and agreed to pay a 5.0% cash fee on aggregate gross proceeds from sales of convertible promissory notes and common stock it elects to make to Yorkville under the SEPA.

At what price was SunPower (SPWR) stock trading on August 7, 2026?

On August 7, 2026, SunPower’s common stock closed at $0.2675 per share on the Nasdaq Global Market. This trading price provides context for the scale of the registered resale and the company’s recent financing activity.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-293093

PROSPECTUS SUPPLEMENT NO. 4

(To the Prospectus dated June 1, 2026)

SUNPOWER INC.

Up to 22,381,878 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. 333-293093). 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 registration of the resale or other disposition of up to 22,381,878 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 pursuant to a standby equity purchase agreement, dated as of January 27, 2026, by and between us and Yorkville (the “SEPA”). Such shares of common stock include (i) up to 22,206,878 shares of common stock that may be issued to Yorkville pursuant to a convertible promissory note issued by us to Yorkville pursuant to the SEPA (the “Conversion Shares”) and (ii) 175,000 shares of common stock we issued to Yorkville as consideration for its commitment to purchase shares of our common stock pursuant to the SEPA (the “Commitment 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 “SELLING SECURITYHOLDER” on page 99 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 upon conversion by Yorkville of the convertible promissory notes issued to Yorkville pursuant to the SEPA. 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 114 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 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 114 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 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 11 of the prospectus, and under similar headings in any amendments or supplements to the prospectus or 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 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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