SunPower (SPWR) acquires Cobalt Power Systems with stock, earn-outs and RSUs

Rhea-AI Filing Summary

SunPower Inc. has acquired all outstanding stock of Cobalt Power Systems, Inc. under a share purchase agreement signed January 30, 2026 and closed February 2, 2026. The sellers received 1.8 million SunPower common shares at closing.

The deal also includes agreements to issue $3.33 million of additional shares on each of the 12‑ and 18‑month anniversaries of closing, with the share count based on the five‑day volume‑weighted average price before each issuance and subject to working capital and indemnity adjustments. SunPower will grant up to $2 million of restricted stock units to continuing Cobalt employees and 850,000 inducement RSUs to key employees.

SunPower agreed to register the closing and post‑closing consideration shares for resale under the Securities Act, with the initial registration statement due within 20 days after filing its 2025 Form 10‑K. The consideration shares are being issued in an unregistered private transaction relying on Section 4(a)(2) of the Securities Act.

Insights

Equity analyst – solar and clean energy M&A

SunPower uses stock-heavy consideration to buy Cobalt, adding earn-outs, RSUs and resale registration rights.

SunPower Inc. is expanding by acquiring all outstanding shares of Cobalt Power Systems. Consideration is primarily equity: 1.8 million common shares at closing plus two future tranches of shares valued at $3.33M each, tied to future share prices.

The structure includes up to $2M in restricted stock units for continuing employees and 850,000 inducement RSUs for key staff, which helps retention. Indemnification is largely handled through potential reductions to the post‑closing share issuances, aligning seller risk with future claims.

The company also commits to register the closing and post‑closing shares for resale after its 2025 Form 10‑K, while initially relying on the Section 4(a)(2) private offering exemption. Actual impact will depend on how many RSUs vest and the share price when deferred consideration is issued.

false 0001838987 0001838987 2026-01-30 2026-01-30 0001838987 SPWR:CommonStockParValue0.0001PerShareMember 2026-01-30 2026-01-30 0001838987 SPWR:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2026-01-30 2026-01-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 30, 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 1.01. Entry into a Material Definitive Agreement.

On January 30, 2026, SunPower Inc., a Delaware corporation (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Cobalt Power Systems, Inc., a California corporation (“Cobalt”), and Cobalt’s stockholders (the “Stockholders”).

The Company, Cobalt and the Stockholders completed the closing under the Share Purchase Agreement (the “Closing”) on February 2, 2026. At the Closing, the Company acquired all of the outstanding stock of Cobalt from the Stockholders for: (a) 1.8 million shares (the “Closing Consideration Shares”) of common stock of the Company, $0.0001 par value per share (the “Common Stock”), issued at the Closing to the Stockholders; and (b) the agreement to issue an additional $3.33 million of shares of Common Stock on the 12-month anniversary of the Closing and an additional $3.33 million of shares of Common Stock on the 18-month anniversary of the Closing (such additional shares of Common Stock, the “Post-Closing Consideration Shares”). Additionally, the Company agreed to issue up to $2 million of restricted stock units to those Cobalt employees who continue their employment with the Company following the Closing, and 850,000 restricted stock units will be issued as inducement grants to certain Cobalt key employees.

The actual number of Post-Closing Consideration Shares issuable by the Company on the 12- and 18-month anniversaries of the Closing will be determined based on the five-day trailing volume-weighted average price of the Common Stock after market close on the business day immediately prior to the issuance date of the applicable shares. Additionally, the number of Post-Closing Consideration Shares issuable by the Company is subject to adjustment pursuant to customary working capital and balance sheet adjustment terms and subject to offset for certain indemnifiable damages in accordance with the Share Purchase Agreement. Pursuant to the terms and conditions of the Share Purchase Agreement, the Company agreed to register the Closing Consideration Shares and the Post-Closing Consideration Shares for resale to the public under the Securities Act of 1933, as amended (the “Securities Act”), with the initial registration statement to be filed no later than 20 calendar days after the date on which the Company files its Annual Report on Form 10-K for the 2025 fiscal year.

The Share Purchase Agreement includes customary representations and warranties, covenants, and indemnities, in each case under the circumstances and subject to certain limitations set forth in the Share Purchase Agreement. The indemnification obligations under the Share Purchase Agreement are subject to customary deductibles and caps. The Company’s primary source of recovery for indemnifiable damages is set off of such damages against the Post-Closing Consideration Shares issuable by the Company following Closing.

The foregoing summary of the Share Purchase Agreement is not complete, and it is qualified in its entirety by reference to the full text of the Share Purchase Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 of this Current Report on Form 8-K is 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 Closing Consideration Shares issued pursuant to the Share Purchase Agreement, and the Post-Closing Consideration Shares to be issued pursuant to the Share Purchase Agreement, will be issued to the Stockholders in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under 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 Closing Consideration Shares and the Post-Closing Consideration 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.

1 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Share Purchase Agreement, dated January 30, 2026, by and among SunPower Inc., Cobalt Power Systems, Inc. and the stockholders party thereto +*
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.

2 

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: February 2, 2026
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

3

FAQ

What transaction did SunPower (SPWR) announce involving Cobalt Power Systems?

SunPower completed the acquisition of all outstanding stock of Cobalt Power Systems. The deal closed on February 2, 2026, under a share purchase agreement signed January 30, 2026, with consideration paid mainly in SunPower common stock and additional equity-based incentives.

How much equity did SunPower (SPWR) issue at closing for the Cobalt acquisition?

At closing, SunPower issued 1.8 million shares of its common stock to Cobalt’s stockholders. This equity consideration, called Closing Consideration Shares, represents the initial payment, with additional share-based payments and restricted stock units scheduled after the transaction’s closing date.

What additional post-closing share consideration is SunPower (SPWR) obligated to issue?

SunPower agreed to issue shares worth $3.33 million on the 12‑month anniversary and another $3.33 million on the 18‑month anniversary of closing. The actual number of shares depends on the five‑day trailing volume‑weighted average price before each issuance and can be adjusted for indemnity claims.

How are Cobalt employees compensated in the SunPower (SPWR) deal?

Cobalt employees who remain with SunPower may receive up to $2 million in restricted stock units. In addition, 850,000 restricted stock units will be granted as inducement awards to certain key Cobalt employees, providing equity-based incentives tied to continued service with SunPower.

Will SunPower (SPWR) register the Cobalt acquisition shares for resale?

Yes. SunPower agreed to register both the Closing Consideration Shares and the Post‑Closing Consideration Shares for resale. The initial registration statement must be filed no later than 20 calendar days after SunPower files its Annual Report on Form 10‑K for the 2025 fiscal year.

Under what exemption were SunPower (SPWR) shares issued in the Cobalt transaction?

The closing and post‑closing consideration shares are being issued in a private transaction exempt from registration under the Securities Act. SunPower relies on Section 4(a)(2), which permits unregistered sales of securities in non-public offerings to Cobalt’s stockholders as transaction consideration.