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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):
January 20, 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.) |
| 45700 Northport Loop East, Fremont, CA |
|
94538 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (510) 270-2507
(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 2.02. Results of Operations and Financial Condition.
On January 20, 2026, SunPower Inc. (the “Company”)
issued a press release announcing its preliminary unaudited financial results for Q4 2025 and fiscal 2025 (the “Preliminary Results”)
and certain guidance for 2026. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 2.02, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing
made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure
The information furnished on Exhibit 99.1 is incorporated
by reference under this Item 7.01 as if fully set forth herein.
The information in this Item 7.01, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act or the
Exchange Act, except as expressly set forth by specific reference in such filing.
Preliminary and Unaudited Financial Results
The Preliminary Results and 2026 guidance are
preliminary and subject to the Company’s Q4 2025 and fiscal 2025 closing, accounting and reporting processes, as well as our actual
2026 performance. As a result, the Preliminary Results and 2026 guidance may change, including in connection with the finalization of
the Company’s closing, accounting and reporting processes, and the Preliminary Results may not represent the actual financial results
for Q4 2025 and fiscal 2025 or actual performance during 2026. In addition, the Preliminary Results and the 2026 guidance are not a comprehensive
statement of the Company’s financial results for Q4 2025, fiscal 2025, 2026 or any other period, should not be viewed as a substitute
for full, audited financial statements prepared in accordance with generally accepted accounting principles, and are not necessarily indicative
of the Company’s results for any future period. The Company undertakes no obligation to update the Preliminary Results or the 2026
guidance provided in Exhibit 99.1
Non-GAAP Financial Measures
In addition to providing financial measurements
based on generally accepted accounting principles in the United States of America (“GAAP”), the Preliminary
Results include certain financial measures that are not prepared in accordance with GAAP (“non-GAAP”). Management
of the Company believes the non-GAAP financial measures included in the Preliminary Results, 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 the Company’s operating performance (as further detailed in the press release furnished as Exhibit 99.1),
which facilitates the analysis of the Company’s core operating results across reporting periods. Such non-GAAP financial measures
do not replace the presentation of the Company’s GAAP financial results and should only be used as a supplement to, not as a substitute
for, the Company’s financial results presented in accordance with GAAP. Descriptions of and reconciliations of the non-GAAP financial
measures used in the press release furnished as Exhibit 99.1 are included in such exhibit and related footnotes. Investors should carefully
consider the GAAP results presented in the press release furnished as Exhibit 99.1, as well as the Company’s preliminary non-GAAP
information and the reconciliations between these presentations included in the press release furnished as Exhibit 99.1, to more fully
understand the Company’s 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.
Forward Looking Statements
This Current Report and the exhibit incorporated
by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act about the Company and its industry that involve substantial risks and uncertainties. Forward- looking statements generally
relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking
statements because they contain words such as “preliminary,” “will,” “goal,” “prioritize,”
“plan,” “target,” “expect,” “in the process”, “focus,” “forecast,”
“look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,”
and “pursue” or the negative of these terms or similar expressions. Forward-looking statements in this Current Report and
the exhibit incorporated by reference herein include, without limitation: the Company’s Q4 2025, 2025 and 2026 revenue and operating
income projections; the Company’s expectations regarding its Q4 2025 and fiscal 2025 and 2026 financial performance; the Company’s
forecasted revenue per employee and expectations relating to forecasted revenue-to-employee metrics; the Company’s work to raise
its P/S ratio; expectations relating to the Company’s cash balances; the anticipated timing for the filing of the Form 10-K for
2025; expectations relating to the monolith panel and related JVA; the Company’s expectations regarding the timing of and its ability
to raise additional capital, including with respect to debt and equity deals currently in progress; expectations relating to the contemplated
acquisition of Cobalt, including that the Company expects to enter into binding definitive agreements and its expectations regarding the
benefits of such acquisition; expectations relating to the integration of Sunder Energy and Ambia Energy and the anticipated benefits
of such acquisitions; the anticipated benefits of the Purelight sales force acquisition; and expectations and plans relating to further
cost control efforts. Actual results could differ materially from these forward-looking statements as a result of certain risks and uncertainties,
including, without limitation, the Company’s ability to implement further headcount reductions and cost controls, the Company’s
ability to integrate and operate the combined business with Sunder Energy and Ambia Energy, the Company’s ability to achieve the
anticipated benefits of the acquisition (including, Sunder Energy, Ambia Energy and Cobalt), the Company’s ability to raise capital
and maintain expected cash balances, global market conditions, any adjustments, changes or revisions to the Company’s financial
results arising from its financial closing procedures, the completion of the Company’s financial statements for 2025 and the filing
of the related Form 10-K for fiscal 2025, and other risks and uncertainties applicable to the Company’s business. For additional
information on these risks and uncertainties and other potential factors that could affect the Company’s business and financial
results 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 the Company’s annual report on Form 10-K filed
with the SEC on April 30, 2025, the Company’s quarterly reports on Form 10-Q filed with the SEC and other documents that we have
filed with, or will file with, the Securities and Exchange Commission. 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 the Company 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Description |
| 99.1 |
|
Press release dated January 20, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: January 20, 2026 |
SunPower Inc. |
|
|
| |
By: |
/s/ Thurman J. Rodgers |
| |
|
Thurman J. Rodgers |
| |
|
Chief Executive Officer |
