SunPower (Nasdaq: SPWR) prices $41M converts, trims about $40M debt
Rhea-AI Filing Summary
SunPower Inc. entered agreements for a private Offering of $41 million of 10.00% Convertible Senior Secured Notes due 2029. The notes are senior, secured obligations, guaranteed by a subsidiary and secured by first-priority liens on substantially all company and guarantor assets.
The notes convert at an initial rate of 610.3143 shares per $1,000 (about $1.64 per share), a 45% premium to the April 21, 2026 closing price, with a maximum conversion rate of 884.9557 shares. Net proceeds after specified repayments and fees are expected to be about $9.75 million for working capital and general purposes, including paying off the remaining YA debenture balance.
SunPower also amended its Sunder acquisition debt, issuing a $7 million amended and restated Seller Note, and agreed with YA to prepay $5 million of an existing debenture and amortize the remaining $5 million in four installments. Separately, it struck exchange agreements to repurchase $21.25 million of 7.0% convertible notes in exchange for 18,805,310 common shares plus accrued interest, collectively targeting about $40 million of debt reduction.
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Insights
SunPower raises $41M in secured converts while retiring about $40M of existing debt.
SunPower is layering on a new $41M 10% senior secured convertible note while simultaneously cutting other obligations. The company earmarks proceeds to repay debentures, settle the Siemens matter, pay CPP, and cover offering costs, leaving about $9.75M for liquidity.
The new notes are secured by first-priority liens on most assets and guaranteed by a subsidiary, which strengthens creditor protection but subordinates unsecured and junior claims. A 10% coupon and 45% conversion premium signal investors required high yield but also accepted potential equity upside at roughly $1.64 per share.
Debt reduction includes exchanging $21.25M of 7.0% notes into 18,805,310 shares and revising Sunder’s Seller Note to $7M. This shifts part of the capital stack from fixed obligations toward equity and a single secured convert. Actual leverage and dilution effects will depend on future share performance and noteholder conversion decisions.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Secured Notes financial
Indenture regulatory
Fundamental Change financial
first-priority liens financial
Amended and Restated Promissory Note financial
Section 4(a)(2) of the Securities Act regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Note Purchase Agreements
On April 21, 2026, SunPower Inc. (the “Company”) entered into note purchase agreements (the “Note Purchase Agreements”) relating to the private offering (the “Offering”) of $41,000,000 aggregate principal amount of the Company’s 10.00% Convertible Senior Secured Notes due 2029 (the “Notes”), including: (i) $25,000,000 aggregate principal amount of Notes issuable to qualified institutional buyers; (ii) $6,000,000 principal amount of Notes issuable to an entity affiliated with Thurman John “T.J.” Rodgers, the Company’s Chief Executive Officer and Chairman pursuant to a Note Purchase Agreement executed between the Company and such affiliated entity (the “Affiliate Note Purchase Agreement”) and in consideration for $6,000,000 previously funded to the Company pursuant to simple agreements for future equity; and (iii) $10,000,000 aggregate principal amount of Notes issuable in connection with the exchange of the promissory note originally issued by the Company to Chicken Parm Pizza LLC (“CPP”) on September 24, 2025 in connection with the Company’s acquisition of Sunder Energy (the “Seller Note”).
The proceeds of the Offering will be used to: (i) prepay $5,000,000 principal amount of the convertible debenture previously issued by the Company to YA II PN, LTD (“YA”) on March 6, 2026 (the “YA Debenture”); (ii) pay $4,750,000 pursuant to the Company’s settlement agreement with Siemens (as amended, the “Siemens Settlement”); (iii) pay $4,000,000 to CPP in connection with the transactions under the CPP Note Purchase Agreement (as defined below); and (iv) pay approximately $1,500,000 of fees and expenses incurred in connection with the Offering. The net proceeds of the Offering, after making the foregoing payments, are expected to be approximately $9,750,000. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, including the payoff of the remaining outstanding balance of the YA Debenture.
Also on April 21, 2026, the Company entered into a Note Purchase Agreement with CPP (the “CPP Note Purchase Agreement”) that provides for the following in exchange for the outstanding Seller Note (in addition to the issuance of $10,000,000 principal amount of Notes to CPP as summarized above): (i) the Company’s payment of $4,000,000 in cash to CPP at the closing under the CPP Note Purchase Agreement and (ii) the amendment and restatement of the outstanding Seller Note as further summarized below (the “A&R Seller Note”).
The Note Purchase Agreements otherwise contain representations and warranties, covenants and other terms customary for an Offering of this type.
The foregoing summaries of the Note Purchase Agreements are qualified in their entirety by reference to the copy of the form of Note Purchase Agreement, the Affiliate Note Purchase Agreement and the CPP Note Purchase Agreement attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K, and such Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 are incorporated herein by reference.
10% Convertible Senior Secured Notes due 2029 and Indenture
The Company will issue the Notes in the Offering pursuant to the terms and conditions of an Indenture (the “Indenture”) among the Company, the guarantor named therein, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”). The Indenture will be executed in connection with the closing of the transactions under the Note Purchase Agreements. The following is a brief description of the terms of the Indenture and the Notes to be issued pursuant to the Indenture.
The Notes are senior, secured obligations of the Company and will mature on May 1, 2029, unless earlier converted, redeemed, or repurchased. Interest on the Notes will accrue at a rate of 10.00% per year from the first issuance date of the Notes and will be payable quarterly in arrears on April 1, July 1, October 1, and January 1 of each year, beginning on July 1, 2026. Holders of the Notes may convert all or any portion of their Notes at any time, in integral multiples of $1,000 principal amount, for shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), at the option of the holder.
The conversion rate for the Notes will initially be 610.3143 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $1.64 per share of Common Stock. The initial conversion price of the Notes represents a premium of approximately 45% above the last reported sale price of the Common Stock on The Nasdaq Global Select Market on April 21, 2026. The conversion rate for the Notes is subject to adjustment from time to time in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event, subject to a maximum conversion rate of 884.9557 shares of Common Stock per $1,000 principal amount of Notes. The Notes are not redeemable by the Company.
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If the Company undergoes a Fundamental Change (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.
Pursuant to the Indenture, the Company may not effect any conversion that will result in any holder thereof, together with certain persons specified in the Indenture, beneficially owning more than 9.99% of the Common Stock outstanding (the “Exchange Cap”), after giving effect to such conversion.
The Notes will be fully and unconditionally guaranteed by Complete Solar, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the “Guarantor”), subject to the terms of the Indenture. The Notes and related guarantees will be secured by first-priority liens on substantially all of the assets of the Company and the Guarantor, subject to certain exceptions.
The Indenture contains customary terms and conditions as well as various affirmative and negative covenants that, among other things, and in each case subject to certain exceptions, restrict the ability of the Company and its subsidiaries to incur additional indebtedness, pay dividends, repurchase stock, prepay junior or unsecured indebtedness or make certain investments. In addition, the Indenture contains limitations on the Company’s and its subsidiaries’ ability to dispose of certain assets, and, in certain circumstances, requires the Company to make an offer to repurchase the Notes using proceeds from certain asset sales at a price of par plus accrued and unpaid interest.
The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable, which include the following:
| ● | certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); |
| ● | failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right; |
| ● | the Company’s failure to send certain notices under the Indenture within specified periods of time; |
| ● | the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; |
| ● | a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; |
| ● | certain defaults by the Company or any of its significant subsidiaries with respect to (y) the liens securing the Company’s payment obligations under Siemens Settlement, or (z) indebtedness for borrowed money of at least $10.0 million; |
| ● | certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries; |
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| ● | a final judgment or judgments for the payment of $10,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Company or any significant subsidiary, which judgment is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; |
| ● | any security interest and liens purported to be created by any collateral document, including the Security Agreement (as defined below), shall cease to be in full force and effect or shall cease to give the Collateral Agent, for the benefit of the Secured Parties, the liens, rights, powers and privileges purported to be created and granted under such collateral documents, subject to certain exceptions; and |
| ● | a guarantee with respect to the Notes ceases to be in full force and effect or the Company or any Guarantor denies or disaffirms its obligations under the Indenture or any guarantee with respect to the Notes. |
If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, all of the Notes then outstanding shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, the Trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may declare 100% of the principal of, and accrued and unpaid special interest, if any, on, all the outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes.
The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless, among other conditions: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such corporation (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; (ii) the property and assets of the person which is merged or consolidated with or into the successor entity, as applicable, are treated as after-acquired property, to the extent required under the Indenture, and the successor entity takes all reasonably necessary action to make such property and assets subject to the lien securing the Notes; and (iii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.
The foregoing summary of the Indenture and the Notes is qualified in its entirety by reference to the copy of the form of Indenture and the form of Note attached as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K, and such Exhibit 4.1 and Exhibit 4.2 are incorporated herein by reference.
Pledge and Security Agreement
In connection with the issuance of the Notes under the Indenture, the Company, the Guarantor and the Collateral Agent will enter into a Pledge and Security Agreement (the “Security Agreement”). Pursuant to the Security Agreement, the Notes will be secured by a first-priority security interest in substantially all of the assets of the Company and any Guarantor, subject to certain exceptions and permitted liens, including the liens granted pursuant to the Siemens Settlement.
The description of the Security Agreement is qualified in its entirety by reference to the copy of the form of Security Agreement, attached as Exhibit 10.4 to this Current Report on Form 8-K, and such Exhibit 10.4 is incorporated herein by reference.
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A&R Seller Note
Pursuant to the CPP Note Purchase Agreement, CPP and the Company agreed to amend and restate the Seller Note as provided in the A&R Seller Note. The A&R Seller Note will be issued at the closing of the transactions under the CPP Note Purchase Agreement. The A&R Seller Note will have a revised principal amount of $7,000,000 and will bear interest at 7.0% per annum, compounded quarterly; provided, however, the interest rate will increase to 10.0% per annum on May 15, 2026. The outstanding principal and accrued interest under the A&R Seller Note will be paid in four payments in October 15, 2026, November 15, 2026, December 15, 2026 and January 15, 2027, as set forth in the repayment schedule attached to the A&R Seller Note. The A&R Seller Note will mature on the earlier of January 31, 2027 and the date on which all amounts under the A&R Seller Note otherwise become due and payable; provided, however, if certain restrictive provisions under the YA Debenture (the “Restrictive Provisions”) prohibit the Company from making payments on the A&R Seller Note, then the maturity date will be the earlier of (i) the date that is two business days after the date on which the Restrictive Provisions no longer apply and (ii) January 31, 2027. The A&R Seller Note is an unsecured obligation of the Company.
The A&R Seller Note must also be repaid in the event of a change of control of the Company or the sale of all or substantially all of the consolidated assets of the Company and its subsidiaries. The A&R Seller Note includes customary events of default, including: (i) the Company’s failure to pay the A&R Seller Note when due; (ii) the Company’s voluntary or involuntary bankruptcy; (iii) the Company’s liquidation or dissolution; (iv) a change of control of the Company; (v) the Company’s material breach of the covenants applicable to the Company under the A&R Seller Note, subject to applicable cure periods; and (vi) if any of the Company’s representations or warranties made in the A&R Seller Note were untrue in any material respect when made.
The foregoing summary of the A&R Seller Note is qualified in its entirety by reference to the form of A&R Seller Note attached as Exhibit 4.3 to this Current Report on Form 8-K, and such Exhibit 4.3 is incorporated herein by reference.
YA Letter
On April 21, 2026, in connection with the Offering, the Company and YA entered into a letter agreement (the “YA Letter”). Pursuant to the YA Letter, the Company agreed to voluntary prepay $5,000,000 of the outstanding principal amount of YA Debenture, resulting in a revised outstanding principal balance under the YA Debenture of $5,000,000. The Company further agreed to repay the remaining principal balance and accrued interest under the YA Debenture in four equal monthly installments of $1,287,000, with the first payment due on May 5, 2026. Pursuant to the YA Letter, YA further consented to the issuance of the Notes and the grant of the liens pursuant to the Security Agreement.
The foregoing summary of the YA Letter is qualified in its entirety by reference to the YA Letter attached as Exhibit 10.5 to this Current Report on Form 8-K, and such Exhibit 10.5 is incorporated herein by reference.
Exchange Agreements
On April 21, 2026, the Company entered into separately- and privately- negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 7.0% Convertible Senior Notes due 2029 (the “7.0% Notes”) to repurchase $21,250,000 aggregate principal amount of outstanding 7.0% Notes in exchange for (i) an aggregate of 18,805,310 shares of Common Stock and (ii) approximately $456,438 of accrued interest payable under the exchanged 7.0% Notes (collectively, the “Exchange Transactions”). The Exchange Transactions are expected to close concurrently with the closing of the Offering.
The foregoing summary of the Exchange Agreements is qualified in its entirety by reference to the copy of the form of Exchange Agreement attached as Exhibit 10.6 to this Current Report on Form 8-K, and such Exhibit 10.6 is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company will issue the Notes, the A&R Seller Note and the shares of Common Stock issuable pursuant to the Exchange Transactions (the “Exchange Shares”) in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, the A&R Seller Note and the Exchange Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 36,283,184 shares of the Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 884.9557 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
Item 7.01. Regulation FD Disclosure.
Offering Press Release
On April 22, 2026, the Company issued a press release announcing the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Certain Financial Information
In connection with the Offering, the Company provided potential investors with certain supplemental financial information relating to the Company (the “Supplemental Financial Information”), which is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act.
Forward-Looking Statements
Certain statements in this report, including, without limitation, in the Supplemental Financial Information, may be considered “forward-looking statements,” such as statements relating to the Offering. Forward-looking statements include those preceded by, followed by or that include the words “anticipate,” “expect,” “believe,” “could,” “continue,” “ongoing,” “estimate,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would” and similar words. These forward-looking statements speak only as of the date of this report. Although the Company believes that its assumptions upon which such forward-looking statements are based are reasonable, the Company can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | Form of Indenture to be entered into between SunPower Inc., the Guarantor party thereto and U.S. Bank Trust Company, National Association+ | |
| 4.2 | Form of 10.00% Convertible Senior Secured Note due 2029 (included in Exhibit 4.1) | |
| 4.3 | Form of Amended and Restated Promissory Note to be Issued to Chicken Parm Pizza LLC* | |
| 10.1 | Form of Note Purchase Agreement+* | |
| 10.2 | Affiliate Note Purchase Agreement, dated April 21, 2026+ | |
| 10.3 | Note Purchase and Exchange Agreement, dated April 21, 2026, between SunPower Inc. and Chicken Parm Pizza LLC+ | |
| 10.4 | Form of Pledge and Security Agreement to be entered between SunPower Inc., the Guarantor party thereto and U.S. Bank Trust Company, National Association+ | |
| 10.5 | Letter Agreement, dated April 21, 2026, between SunPower Inc. and YA II PN, Ltd. | |
| 10.6 | Form of Exchange Agreement+* | |
| 99.1 | Press Release, dated April 22, 2026 | |
| 99.2 | Supplemental Financial Information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| * | Portions of this exhibit are redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. |
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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: April 22, 2026 | ||
| By: | /s/ Thurman J. Rodgers | |
| Thurman J. Rodgers | ||
| Chief Executive Officer | ||
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Exhibit 99.1
SunPower Prices $41 Million Convertible Debt
Pricing Post 10K Filing; $40 Million Debt Reduction
OREM, Utah (April 21, 2026) – SunPower Inc. (“SunPower,” the “Company,” or Nasdaq: “SPWR”) a solar technology, services, and installation company, announced it has raised $41.0 million in Convertible Senior Secured Notes (the “convertible debenture”).
We have signed contracts with investors for $41 million of convertible debentures, which will close this week. The terms include: 1) non-callable until maturity on May 1, 2029, 2) a 10% coupon, and 3) a 45% conversion premium to market closing price ($1.13), which leads to 25,022,887 shares issuable at the conversion price of $1.6385. The proceeds will be used for working cash and to directly pay off $18.75 million in debt. In addition, other investors have agreed to exchange their 7.0% notes for stock, which amounts to another $21.25 million of cancelled debt. Finally, the former owners of Sunder converted $10 million of their M&A debt into the new convertible debenture, bringing the total debt reduction to $40 million.
Rodgers concluded, “I continue to believe in the startup-like potential of this company, and, as with each prior SunPower fund raise, I invested $6 million personally into this deal. Sunder’s management team, which now runs four SunPower sales groups, also invested $10 million by cancelling a portion of our acquisition debt with them.
I would like to express my deepest appreciation to our investors for their continued support.”
The convertible debentures to be sold in the offering were only offered to persons reasonably believed to either be qualified institutional buyers or accredited investors under the Securities Act. The convertible debentures, any shares of SunPower’s common stock potentially issuable upon conversion of the convertible debentures, and the exchange shares have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
About SunPower
SunPower Inc. (Nasdaq: SPWR) is a leading residential solar services provider in North America. The Company’s digital platform and installation services support energy needs for customers wishing to make the transition to a more energy-efficient lifestyle. For more information visit www.sunpower.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements including statements concerning the timing and completion of the offering of the convertible debentures, the 7.0% notes exchange and related transaction and the anticipated use of proceeds from the offering. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “seek,” “plan,” “project,” “target,” “looking ahead,” “look to,” “move into,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent SunPower’s current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing SunPower’s estimates as of any subsequent date. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to market risks, trends and conditions. These risks are not exhaustive. For additional information on these risks and uncertainties and other potential factors that could cause actual results to differ from the results predicted, readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 14, 2026, our quarterly reports on Form 10-Q filed with the SEC, and other documents that we have filed with, or will file with, the SEC. Such filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements in this press release speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SunPower assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Company Contacts:
Sioban Hickie
VP Investor Relations
IR@sunpower.com
(801) 515-8727
Source: SunPower Inc.
Exhibit 99.2
1 Convertible Debenture Investor Update T.J. Rodgers, CEO, April 22, 2026 Helios: 96,863’ Unbroken record Aug. 13, 2001
2 Forward Looking Statements This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended (the “Securities Act”), and Section 21 E of the Securities Exchange Act of 1934 , as amended . Forward - looking statements generally relate to future events, and , you can identify forward - looking statements because they contain words such as “will,” “goal,” “prioritize,” “plan,” “target,” “expect,” “expected to,” “focus,” “forecast,” “look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,” “could,” “forecast,” and “pursue” or the negative of these terms or similar expressions . Forward - looking statements in this presentation include, without limitation, all of the financial projections in this presentation including revenue and non - GAAP operating income projections, SunPower’s revenue plan, the cash and funding investor plan, projected future cash balances, SunPower’s Q 2 cash burn forecast, statements relating to SunPower’s expectations regarding its revenue plan, projected future revenues and non - GAAP operating income projections, SunPower’s cash burn, cash model through Q 4 ’ 28 , anticipated cash usage and funding forecasts and anticipated maintenance of minimum cash amounts, SunPower’s anticipated backlog, forecasted interest payments and debt costs, and SunPower’s expected uses of proceeds from the sale and issuance of the 10 % convertible senior secured notes . Actual results could differ materially from these forward - looking statements as a result of certain risks and uncertainties . For additional information on these risks and uncertainties and other potential factors that could affect our business and financial results, impact the anticipated benefits of completed or future acquisitions, or cause actual results to differ from the results predicted, readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our annual report on Form 10 - K filed with the Securities and Exchange Commission (“SEC”), our quarterly reports on Form 10 - Q filed with the SEC, and other documents that we have filed with, or will file with, the SEC . Such filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements . Forward - looking statements in this presentation speak only as of the date they are made . Readers are cautioned not to put undue reliance on forward - looking statements, and SunPower assumes no obligation and does not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise . Non - GAAP Financial Measures In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (“GAAP”), SunPower provides additional financial metrics in this presentation that are not prepared in accordance with GAAP (“non - GAAP”) . Management believes the non - GAAP financial measures in this presentation, in addition to GAAP financial measures, are useful measures of operating performance because the non - GAAP financial measures do not include the impact of items that management does not consider indicative of SunPower’s operating performance, such as amortization of goodwill and expensing employee stock options in addition to accounting for their dilutive effect, which facilitates the analysis of SunPower’s core operating results across reporting periods . The non - GAAP financial measures do not replace the presentation of SunPower’s GAAP financial results and should only be used as a supplement to, not as a substitute for, SunPower’s financial results presented in accordance with GAAP . Descriptions of and reconciliations of the non - GAAP financial measures used in this presentation . We encourage investors to carefully consider our GAAP results, as well as our non - GAAP information and the reconciliations between these presentations, to more fully understand our business . Non - GAAP financial measures are reported in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP .
Convertible Debenture Funding Convertible Notes Principal Interest Conversion Shares Interest Payments ($ MM) No Issuance Maturity ($ MM) Rate Price/Share (MM) Jan. 1 Jul. 1 Annual 1 7/01/24 7/01/29 1 $46.0 12.0% $1.680 27.4 $2.76 $2.76 $5.52 2 9/08/24 7/01/29 2 $32.3 7.0% $2.137 15.1 $1.13 $1.13 $2.26 3 9/22/24 7/01/29 2 $47.7 7.0% $2.137 22.3 $1.67 $1.67 $3.34 4 7/10/25 7/01/29 4 $5.0 12.0% $1.790 2.8 $0.30 $0.30 $0.60 5 9/21/25 7/01/29 3 $22.0 7.0% $2.137 10.3 $0.77 $0.77 $1.54 Totals $153.0 8.7% 77.9 $6.6 $6.6 $13.3 3 Uses of converts: 1. Pay off private equity debt 2. Buy SunPower assets ($45M) Re - capitalize new SunPower 3. Buy Sunder Solar (half of $40M price) 4. General funding Interest $13.3M/yr = $3.3M/qtr causing negative cash flow even with positive op. inc.
$(39.6) $(5.9) $2.94 $2.42 $2.02 $3.55 $2.00 ($40) ($35) ($30) ($25) ($20) ($15) ($10) ($5) $0 $5 $10 Q3'24 Q1'26E (Millions) Revenue $81.1 $67.5 ITC News $70.0 Last old - SPWR qtr Revenue and non - GAAP OpInc Projections Prior Reports: Pre - 10K Audit, 3/23/26 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Operating Income Cobalt $30M Record Sunder $90M $88.5 Record Ambia $80M $82.7 Record $80.0E* 10% down 4 ITC Cut Profitable 2026 *Change of guidance from $84.0M in Q4’25 SPWR Assets $300M E Acquisition Revenue
$(39.6) $(5.9) $(6.00) $1.03 $6.47 $5.78 $1.00 E ($40) ($35) ($30) ($25) ($20) ($15) ($10) ($5) $0 $5 $10 Q3'24 (Millions) $66.4 ITC News Last old - SPWR qtr Revenue and non - GAAP OpInc Projections New: With 10K Audit Adjustments 4/20/26 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26E Operating Income Cobalt $30M Record $9M reserve Sunder $90M $86.9 Record Ambia $80M & ITC loss Profitable 2026 year SPWR Assets $300M $80.0E Winter Qtr Revenue $81.1 5 Non - GAAP inventory adjustment $67.2 $79.6 Audit adjust. Balance sheet cleanup Acquisition Revenue
Total Backlog Up 2.5x - 4.2x Backlog Jobs = Signed Contract + Design Accepted + Funding Approved – 6 5,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 Ǫ4'24 Ǫ1'25 Ǫ2'25 Ǫ3'25 Ǫ4'25 Ǫ1'26 YoY 2.48x Jobs YoY 4.15x
50 - Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 24 25 26 27 28 100 150 200 250 300 SunPower Direct Sunder New Homes Revenue Plan G2v13S10 $M $663M $954M Current Revenue Plan Actuals/Guidance Model (Not Guidance) $1B Revenue Batteries Cobalt EPC $3.8M $3.0M New Homes $3.0M Planned Revenue Growth Ambia $22.9M Sunder $7.3M 7 $300M $424M +41%
Spec Template 12645 / A Sunder Payment Capital Raised 0 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Q4'26 Q1'27 Q2'27 Q3'27 Q4'27 Q1'28 Q2'28 Q3'28 Q4'28 20 40 60 80 100 Latest Snapshot of Cash & Funding G2v13S10 Cash $M Min cash $10M $10.1M PE bridge loan $5.0M TJR investment 1 $1.3M TJR investment $6.8M ELOC $5.1M ELOC $2M TJR investment $5M TJR investment $19.8M 7% Convert $1.7M ELOC $2M TJR investment $23.5M New Convert (cash) 2 $3M ELOC 1) A $5M investment in New Convert 2) Excluding $10M non - cash New convert, by 8 Sunder debt cancellation, total deal value is $41M 2) $28.5m with (1) $3M ELOC 5 23 7 23 27 April 20, 2026, Post - 10K Audit $6.6M Existing Convert (#1 - 5) interest $1.9M Contingency for M&A $6.3M Existing Convert interest $1M New c onvert interest $6M Existing Convert interest $1M New c onvert interest $2.4M Siemens payment $7.6M Sunder M&A payment (final) $1M New c onvert interest $2.4M Siemens payment $4.0M Sunder M&A payment $10M PE bridge repay $4.8M Siemens payment $20.0M Sunder M&A payment $6M Existing Convert interest (odd Qtrs) $1M New c onvert interest (every Qtr) Funding Sources Uses Model (Not Guidance) Cash $112 $19.3M $13.8M 3 3 3
Spec Template 12645 / A 8 8 Reflects $20,696 of GAAP adjustments in the 10K results, compared to the $(6,235) preliminary result presented in the Q1’25 - Q4’25 reports. 9
Spec Template 12645 / A 1 10 1 Related adjustments in 10K results, compared to preliminary results presented in Q1’25 – Q4’25 reports were $(8,886) for Q1, $(3,576) for Q2, $(2,581) for Q3, and $(5,651) for Q4.
Spec Template 12645 / A Q2 Cash Burn Forecast Worksheet Post - 10K Audit, April 18, 2026 (5.01) (3.43) (1.01) (0.80) (0.65) (0.20) (0.75) (1.71) 21.01 - 5.00 10.00 15.00 20.00 $M 25.00 Items not included in G2v13S9 ($2.4M) Working capital: Cobalt AR: +$0.8M 7.45 *Differences to plan Cash burn Baseline difference Starting from Audit ($8.4M) Direct AR: +$0.8M Final Cash Q2 adders Cash 7.55 1 15.0 1 1 Cash adders for Q3 and Q 4 primarily estimated to be $8,752 and $10,785, respectively. 11
Spec Template 12645 / A Sunder Payment Capital Raised 0 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Q4'26 Q1'27 Q2'27 Q3'27 Q4'27 Q1'28 Q2'28 Q3'28 Q4'28 20 40 60 80 100 Cash & Funding G2v13S5 Investor Plan March 20, 2026 Cash $M Min cash $10M $10.1M PE bridge debt $1.3M TJR investment $6.8M ELOC $37.5M New convert $5.1M ELOC $2M TJR investment $5M TJR investment $19.8M 7% Convert $1.7M ELOC $2M TJR investment 5 23 (Sunder 20) 7 $6.6M Convert interest $1.9M Contingency for M&A $10.4M Sunder M&A payment $11.9M PE bridge repay $6.5M Convert interest $5.1M Convert interest (last) $2M New c onvert interest $2M New c onvert interest $2M New convert interest Funding 56 Sources Uses Cash $90M $15M Model (Not Guidance) Numbers still valid 12
FAQ
What is SunPower (SPWR) issuing in this new financing?
How will SunPower (SPWR) use the $41 million convertible note proceeds?
What are the key conversion terms of SunPower’s new notes?
How much existing SunPower (SPWR) debt is being reduced in these transactions?
What are the terms of the amended Sunder Seller Note with Chicken Parm Pizza LLC?
How is the existing YA Debenture affected by the YA Letter agreement?
Filing Exhibits & Attachments
14 documentsPress Releases
Agreements & Contracts
- EX-10.1 FORM OF NOTE PURCHASE AGREEMENT 76.5 KB
- EX-10.2 AFFILIATE NOTE PURCHASE AGREEMENT, DATED APRIL 21, 2026 71.8 KB
- EX-10.3 NOTE PURCHASE AND EXCHANGE AGREEMENT, DATED APRIL 21, 2026, BETWEEN SUNPOWER INC 63.6 KB
- EX-10.4 FORM OF PLEDGE AND SECURITY AGREEMENT TO BE ENTERED BETWEEN SUNPOWER INC., THE G 146.5 KB
- EX-10.5 LETTER AGREEMENT, DATED APRIL 21, 2026, BETWEEN SUNPOWER INC. AND YA II PN, LTD 27.2 KB
- EX-10.6 FORM OF EXCHANGE AGREEMENT 74.4 KB
Other Documents
- EX-4.1 FORM OF INDENTURE TO BE ENTERED INTO BETWEEN SUNPOWER INC., THE GUARANTOR PARTY 891.3 KB
- EX-4.3 FORM OF AMENDED AND RESTATED PROMISSORY NOTE TO BE ISSUED TO CHICKEN PARM PIZZA 56.1 KB
- EX-101 XBRL SCHEMA FILE 3.8 KB
- EX-101 XBRL DEFINITION FILE 26.1 KB
- EX-101 XBRL LABEL FILE 36.1 KB
- EX-101 XBRL PRESENTATION FILE 24.8 KB