SunPower (NASDAQ: SPWR) proposes stock in lieu of cash interest on 2029 notes
Rhea-AI Filing Summary
SunPower Inc. is exploring a change in how it pays interest on parts of its debt. The company announced an intent to negotiate with holders of its 12% and 7% Convertible Senior Notes due 2029 to accept common stock of equal value, plus bonus shares, instead of cash interest otherwise payable on July 1, 2026 and January 1, 2027. Management highlights a recent incremental investment in 10% notes by Fortis Capital in May 2026, which bolstered the Q2 cash position, and states that the proposed stock-in-lieu-of-interest arrangement is intended to provide financial flexibility through Q3 2026. The announcement is framed as an intention to negotiate rather than a completed transaction and is not itself an offer or solicitation to sell securities.
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Insights
SunPower aims to conserve cash by proposing stock-based interest payments on key convertible notes.
SunPower plans to negotiate with holders of its 12% and 7% Convertible Senior Notes due 2029 to accept common stock of equal value, with bonus shares, instead of cash interest for payments due on July 1, 2026 and January 1, 2027. This shifts part of interest servicing from cash to equity.
The company notes that an incremental investment in its 10% notes by Fortis Capital in May 2026 strengthened its Q2 cash position, and that the proposed transaction is intended to provide financial flexibility through Q3 2026. Actual impact will depend on final negotiated terms and noteholder participation.
The press release emphasizes that these statements are forward-looking and subject to risks described in SunPower’s SEC filings. Subsequent disclosures in future reports may detail whether the negotiations succeed and how much interest is ultimately paid in stock rather than cash.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
in lieu of cash interest financial
forward-looking statements regulatory
Securities Act of 1933 regulatory
registration requirements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On April 22, 2026, SunPower Inc. (the “Company”) issued a press release announcing its intention to offer common stock in lieu of certain cash interest payments under the 7% convertible senior notes due 2029 and 12% convertible senior notes due 2029. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 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 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated June 2, 2026 | |
| 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. |
1
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: June 2, 2026 | ||
| By: | /s/ Thurman J. Rodgers | |
| Thurman J. Rodgers | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
SunPower Proposes Bonus Shares In lieu of Cash Interest for the Next Two Interest Payments of 12% and 7% Notes
OREM, Utah (June 2, 2026) – SunPower Inc. (“SunPower,” the “Company,” or Nasdaq: “SPWR”), a solar technology, services, and installation company, today announced its intent to negotiate with certain holders of its 12% Convertible Senior Notes due 2029 and 7% Convertible Senior Notes due 2029 (collectively, the “Notes”) an offer to accept common stock of equal value with bonus shares in lieu of cash interest for the cash interest otherwise payable on July 1, 2026 and January 1, 2027.
SunPower CEO, T.J. Rodgers commented, “I want to thank all our employees and investors for their continued support of SunPower, and to give special thanks to Fortis Capital for the incremental investment to the 10% notes in May 2026, which fully bolstered our Q2 cash position. The current stock-in-lieu of interest transaction is intended to provide full financial flexibility throughout Q3’26.”
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities nor shall there be any sale of securities in any 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 within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E 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 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.
The shares of SunPower common stock potentially issuable will not be registered under the Securities Act of 1933, as amended (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.
Company Contact:
Sioban Hickie
VP Investor Relations
IR@sunpower.com
(801) 515-8727
Source: SunPower Inc.