SunPower Inc. (NASDAQ: SPWR) issues 17,900,462 shares to settle forwards

Q: What agreements did SunPower (SPWR) enter into on July 17, 2026?

SunPower entered into OTC Equity Prepaid Forward Transaction Settlement Agreements with funds and accounts managed by Polar Asset Management, Meteora Capital and Sandia Investment Management, covering settlement amount adjustments under prior OTC equity prepaid forward purchase confirmations.

Q: How many shares will SunPower (SPWR) issue under the FPA Settlement Agreements?

SunPower elected to issue an aggregate of 17,900,462 shares of common stock as Initial FPA Shares to satisfy settlement amount adjustments, with the possibility of issuing Additional FPA Shares depending on the stock’s trading price during a defined valuation period.

Q: What are the Additional FPA Shares mentioned for SunPower (SPWR)?

Additional FPA Shares are extra common shares SunPower may issue if required by pricing formulas. Their number depends on the trading price of SunPower’s common stock during the valuation period under the FPA Settlement Agreements and related forward purchase agreements.

Q: What cash amortization payments might SunPower (SPWR) owe to an FPA Seller?

For one FPA Seller, SunPower may make $50,000 monthly cash amortization payments beginning October 31, 2026 if that seller has not realized its full settlement amount adjustment through sales of SunPower common stock by that date.

Q: Are the FPA Shares issued by SunPower (SPWR) registered under the Securities Act?

No. The FPA Shares are unregistered securities issued in reliance on Section 4(a)(2) of the Securities Act. They may not be offered or sold in the United States without registration or an applicable exemption, though they carry registration rights for the holders.

Q: Who are the counterparties in SunPower’s (SPWR) FPA Settlement Agreements?

The counterparties are funds and accounts managed by Polar Asset Management Partners Inc., Meteora Capital, LLC and Sandia Investment Management LP, collectively referred to as the FPA Sellers in the agreements.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SunPower Inc. entered into OTC Equity Prepaid Forward Transaction Settlement Agreements with funds and accounts managed by Polar Asset Management Partners Inc., Meteora Capital, LLC and Sandia Investment Management LP. These agreements define the settlement amount adjustments owed under previously executed OTC equity prepaid forward purchase confirmations.

SunPower elected to satisfy those adjustments by issuing an aggregate of 17,900,462 shares of common stock as Initial FPA Shares, with potential Additional FPA Shares based on the trading price of the common stock during a specified valuation period. For one FPA Seller, SunPower may make $50,000 monthly cash amortization payments beginning October 31, 2026 if that seller has not realized its full settlement amount adjustment through share sales. The FPA Shares are unregistered, issued in reliance on Section 4(a)(2) of the Securities Act, include registration rights for the holders, and may not be offered or sold in the United States without registration or an applicable exemption.

Filing Explained

The July 17 Form 8-K confirms that SunPower issued 17,900,462 Initial FPA Shares, rather than only describing a plan to issue them; that increases the share count and reduces existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial FPA Shares: 17,900,462 shares of common stock Monthly cash amortization payment: $50,000 per month Warrant exercise price: $11.50 per share +2 more

5 metrics

Initial FPA Shares 17,900,462 shares of common stock Aggregate shares SunPower elected to issue under the FPA Settlement Agreements

Monthly cash amortization payment $50,000 per month Cash payment one FPA Seller may receive beginning October 31, 2026 if its settlement amount adjustment is not fully realized through share sales

Warrant exercise price $11.50 per share Exercise price of each whole warrant for one share of SunPower common stock

Par value of common stock $0.0001 per share Par value of SunPower common stock as listed in the securities table

Start date for amortization payments October 31, 2026 Date monthly $50,000 cash amortization payments would begin for one FPA Seller

Key Terms

OTC Equity Prepaid Forward Transaction, settlement amount adjustment, valuation period, registration rights, +1 more

5 terms

OTC Equity Prepaid Forward Transaction financial

"entered into OTC Equity Prepaid Forward Transaction Settlement Agreements"

settlement amount adjustment financial

"with respect to (i) the settlement amount adjustment payable by the Company"

valuation period financial

"during the valuation period under the FPA Settlement Agreements"

A valuation period is the specific time window used to measure the value of an asset, security, fund position, or company for reporting, pricing, or calculation purposes. It defines the dates the inputs (market prices, cash flows, or metrics) come from, and thus determines the snapshot of value investors see. Like choosing when to take a photograph, the valuation period fixes the moment used to report performance, set price, or calculate payouts, so different periods can produce different results.

registration rights regulatory

"The FPA Settlement Agreements also include registration rights"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

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Understanding 8-K Material Events →

Available on EDGAR 07/22/2026 - 08:30 AM Accepted by SEC EDGAR 07/22/2026 - 08:30 AM

FAQ

What agreements did SunPower (SPWR) enter into on July 17, 2026?

SunPower entered into OTC Equity Prepaid Forward Transaction Settlement Agreements with funds and accounts managed by Polar Asset Management, Meteora Capital and Sandia Investment Management, covering settlement amount adjustments under prior OTC equity prepaid forward purchase confirmations.

How many shares will SunPower (SPWR) issue under the FPA Settlement Agreements?

SunPower elected to issue an aggregate of 17,900,462 shares of common stock as Initial FPA Shares to satisfy settlement amount adjustments, with the possibility of issuing Additional FPA Shares depending on the stock’s trading price during a defined valuation period.

What are the Additional FPA Shares mentioned for SunPower (SPWR)?

Additional FPA Shares are extra common shares SunPower may issue if required by pricing formulas. Their number depends on the trading price of SunPower’s common stock during the valuation period under the FPA Settlement Agreements and related forward purchase agreements.

What cash amortization payments might SunPower (SPWR) owe to an FPA Seller?

For one FPA Seller, SunPower may make $50,000 monthly cash amortization payments beginning October 31, 2026 if that seller has not realized its full settlement amount adjustment through sales of SunPower common stock by that date.

Are the FPA Shares issued by SunPower (SPWR) registered under the Securities Act?

No. The FPA Shares are unregistered securities issued in reliance on Section 4(a)(2) of the Securities Act. They may not be offered or sold in the United States without registration or an applicable exemption, though they carry registration rights for the holders.

Who are the counterparties in SunPower’s (SPWR) FPA Settlement Agreements?

The counterparties are funds and accounts managed by Polar Asset Management Partners Inc., Meteora Capital, LLC and Sandia Investment Management LP, collectively referred to as the FPA Sellers in the agreements.

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): July 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 1.01. Entry into a Material Definitive Agreement

On July 17, 2026, SunPower Inc. (the “Company”) entered into OTC Equity Prepaid Forward Transaction Settlement Agreements (the “FPA Settlement Agreements”) with funds and accounts managed by Polar Asset Management Partners Inc., Meteora Capital, LLC and Sandia Investment Management LP (the “FPA Sellers”). The FPA Settlement Agreements memorialize the agreements between the Company and each FPA Seller with respect to (i) the settlement amount adjustment payable by the Company under each of the confirmations regarding OTC Equity Prepaid Forward Transactions, each dated July 13, 2023 (the “Forward Purchase Agreements”), (ii) the Company’s election to pay the settlement amount adjustments by issuing an aggregate of 17,900,462 shares of common stock pursuant to the FPA Settlement Agreements (the “Initial FPA Shares”), (iii) certain mechanics for determining whether any further shares of common stock are issuable as a result of the trading price of the common stock during the valuation period under the FPA Settlement Agreements and the Forward Purchase Agreements (the “Additional FPA Shares”), and (iv) in the case of one FPA Seller, the obligation to make monthly cash amortization payments of $50,000 beginning on October 31, 2026 if such FPA Seller has not realized its full settlement amount adjustment through the sale of shares of common stock on or before such date. The FPA Settlement Agreements also include registration rights with respect to the shares of common stock issued or issuable pursuant to the FPA Settlement Agreements and related Forward Purchase Agreements.

The foregoing summary of the FPA Settlement Agreements is qualified in its entirety by reference to the FPA Settlement Agreements attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, and such Exhibits are incorporated herein by reference.

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 issued the Initial FPA Shares and will issue, if applicable, any Additional FPA Shares (collectively, the “FPA 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”). The FPA 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.

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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		OTC Equity Prepaid Forward Transaction Settlement Agreement dated July 17, 2026 between SunPower Inc. and Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP
10.2		OTC Equity Prepaid Forward Transaction Settlement Agreement dated July 17, 2026 between SunPower Inc. and Polar Multi-Strategy Master Fund
10.3		OTC Equity Prepaid Forward Transaction Settlement Agreement dated July 17, 2026 between SunPower Inc. and Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP
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.

	SunPower Inc.
Dated: July 22, 2026
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents