SunPower secures $2M SAFE from CEO-affiliated trust

Q: What agreement did SunPower Inc. (SPWR) enter into on August 24, 2026?

SunPower Inc. entered into a simple agreement for future equity (SAFE) with the Rodgers Massey Revocable Living Trust on August 24, 2026, providing a $2,000,000 investment that will convert into equity in the company’s next equity financing transaction.

Q: How much new capital did SunPower (SPWR) receive under the SAFE?

SunPower received a $2,000,000 investment, defined as the "Purchase Amount" under the SAFE. This amount will determine how many equity securities are issued upon conversion in the next equity financing, based on that financing’s applicable price per share or unit.

Q: Who is the investor in SunPower’s (SPWR) SAFE financing?

The investor is the Rodgers Massey Revocable Living Trust, described as an affiliate of Thurman J. Rodgers, SunPower’s Chief Executive Officer and Chairman. The SAFE documents this trust’s $2,000,000 investment in SunPower.

Q: How will SunPower’s (SPWR) SAFE convert into equity?

The SAFE will automatically convert into equity securities of SunPower in the next equity financing transaction. The number of securities is the $2,000,000 purchase amount divided by the applicable price per share, unit or other increment in that future financing, with no discount.

Filing Impact

(Moderate)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

SunPower Inc. (SPWR) entered into a simple agreement for future equity (SAFE) on August 24, 2026 with the Rodgers Massey Revocable Living Trust, an affiliate of Chief Executive Officer and Chairman Thurman J. Rodgers, for a $2,000,000 investment in the company.

The SAFE will automatically convert into SunPower equity securities in the company’s next equity financing transaction, in an amount equal to the $2,000,000 purchase amount divided by the applicable price per share, unit or other increment of securities issued in that financing, without any discount and subject to applicable Nasdaq listing rules. SunPower states that this issuance relied on the private-offering exemption under Section 4(a)(2) of the Securities Act of 1933.

Filing Explained

The filing records a completed $2 million SAFE sale, while the related equity issuance is deferred until the next financing; existing holders therefore face a future, not current, ownership change that cannot yet be sized.

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, or exhibit attachments filed with this report.

Key Figures

Purchase Amount under SAFE: $2,000,000 Common Stock par value: $0.0001 per share Warrant exercise price: $11.50 per share

3 metrics

Purchase Amount under SAFE $2,000,000 Investment by Rodgers Massey Revocable Living Trust on August 24, 2026

Common Stock par value $0.0001 per share Par value of SunPower Inc. common stock

Warrant exercise price $11.50 per share Exercise price for each whole warrant exercisable for one share of Common Stock

Key Terms

simple agreement for future equity, equity financing transaction, Section 4(a)(2) of the Securities Act of 1933, Nasdaq listing rules

4 terms

simple agreement for future equity financial

"entered into a simple agreement for future equity (the “SAFE”) with the Rodgers"

A simple agreement for future equity is an investment contract that gives an investor the right to receive company shares at a later financing event or sale instead of getting shares immediately. Think of it like a voucher that converts into ownership once the company’s value is formally set; it matters to investors because it fixes how and when ownership is awarded, affects how much of the company they ultimately own, and influences dilution and return potential.

equity financing transaction financial

"equity securities issued by the Company in its next equity financing transaction"

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

"reliance upon the exemption from registration contained in Section 4(a)(2) of the"

Nasdaq listing rules regulatory

"without any discount, and subject to the requirements of applicable Nasdaq listing"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did SunPower Inc. (SPWR) enter into on August 24, 2026?

SunPower Inc. entered into a simple agreement for future equity (SAFE) with the Rodgers Massey Revocable Living Trust on August 24, 2026, providing a $2,000,000 investment that will convert into equity in the company’s next equity financing transaction.

How much new capital did SunPower (SPWR) receive under the SAFE?

SunPower received a $2,000,000 investment, defined as the "Purchase Amount" under the SAFE. This amount will determine how many equity securities are issued upon conversion in the next equity financing, based on that financing’s applicable price per share or unit.

Who is the investor in SunPower’s (SPWR) SAFE financing?

The investor is the Rodgers Massey Revocable Living Trust, described as an affiliate of Thurman J. Rodgers, SunPower’s Chief Executive Officer and Chairman. The SAFE documents this trust’s $2,000,000 investment in SunPower.

How will SunPower’s (SPWR) SAFE convert into equity?

The SAFE will automatically convert into equity securities of SunPower in the next equity financing transaction. The number of securities is the $2,000,000 purchase amount divided by the applicable price per share, unit or other increment in that future financing, with no discount.

Was SunPower’s (SPWR) SAFE financing registered with the SEC?

No. SunPower states that the offer and sale of the SAFE were made in reliance on the Section 4(a)(2) exemption under the Securities Act of 1933, meaning it was treated as an unregistered private offering rather than a registered public securities offering.

What listing rules affect conversion of SunPower’s (SPWR) SAFE?

The conversion of the SAFE into equity securities is described as being subject to applicable Nasdaq listing rules. This means the issuance upon conversion must comply with Nasdaq’s requirements for listed companies when the next equity financing occurs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 04:31 PM EDT Accepted by SEC EDGAR 08/28/2026 - 04:30 PM EDT

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): August 24, 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

45700 Northport Loop East, Fremont CA 94538

(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 August 24, 2026, SunPower Inc. (the “Company”) entered into a simple agreement for future equity (the “SAFE”) with the Rodgers Massey Revocable Living Trust (the “Purchaser”) in connection with the Purchaser’s investment of $2,000,000 (the “Purchase Amount”) in the Company. The Purchaser is an affiliate of Thurman J. Rodgers, the Company’s Chief Executive Officer and Chairman.

The SAFE is automatically convertible into equity securities of the Company in an amount equal to the Purchase Amount divided by the applicable price per share, unit or other increment of the equity securities issued by the Company in its next equity financing transaction, and without any discount, and subject to the requirements of applicable Nasdaq listing rules.

The foregoing description of the SAFE does not purport to be complete and is qualified in its entirety by reference to the full text of the SAFE, which is attached hereto as Exhibit 10.1, and which is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the issuance of the SAFE is incorporated by reference herein in its entirety. The offer and sale of the SAFE was made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
10.1		Simple Agreement for Future Equity dated August 24, 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.

	SunPower Inc.
Dated: August 28, 2026
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 SIMPLE AGREEMENT FOR FUTURE EQUITY DATED AUGUST 24, 2026 21.4 KB