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SunPower to raise $26.2M in 103M-share placement

SunPower raises $26.2 million through a large discounted private placement and commits to register the new shares for resale.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SunPower Inc. (SPWR) entered into securities purchase agreements for a private placement of 103,109,005 shares of common stock at $0.2541 per share, matching the Nasdaq Official Closing Price on September 2, 2026. The transaction is expected to generate approximately $26.2 million in gross proceeds.

The shares are being sold to accredited investors, including entities affiliated with T.J. Rodgers, William Anderson, J. Daniel McCranie and Devin Whatley, and a group led by Foris Ventures. SunPower plans to use the cash for working capital and general corporate purposes, with closing expected on September 4, 2026, subject to customary conditions.

The company will rely on Section 4(a)(2) and/or Rule 506 of Regulation D for the unregistered issuance and has agreed to file a resale registration statement for these shares by October 2, 2026. In an accompanying press release and investor materials, SunPower highlighted its current approximately $300 million revenue base, a roughly $60 million equity valuation, and its view of significant growth potential in a U.S. residential solar market the U.S. EIA estimates at $7 billion with about 6% penetration in 2026.

Positive

  • SunPower secured $26.2 million of new equity capital in cash, designated for working capital and general corporate purposes, which can support liquidity and ongoing operations.
  • The private placement attracted backing from experienced investors, including a round anchored by Foris Ventures and participation from entities affiliated with key SunPower leaders.

Negative

  • The company is issuing 103,109,005 new shares of common stock at $0.2541 per share, which will increase the share count and dilute existing stockholders’ ownership percentages.
  • The offering price of $0.2541 per share reflects a low equity valuation of roughly $60 million cited by the company, underscoring current market pressure on the stock.

Insights

Analyzing...

Filing Explained

At June 28, $4.075 million cash equaled 14 days of last quarter’s operating outflow, while the $26.2 million financing remained pending.

The disclosure leaves SunPower with a pending, agreed equity issuance: if the September 4, 2026 closing occurs, 103,109,005 new common shares would increase the share count and reduce existing holders’ percentage ownership.

The $26.2 million is described as gross proceeds for working capital and general corporate purposes, but the filing does not report that those proceeds have been received before closing.

The shares are being issued under a registration exemption and remain unregistered; SunPower agreed to file a resale registration statement by October 2, 2026, which is a filing commitment rather than evidence that resale registration has already occurred.

As of June 28, 2026, cash and equivalents were $4.075 million, with no reported short- or long-term investments, and Q2 operating cash flow was negative $26.523 million; that cash balance equals 14 days of the last reported quarterly operating outflow at that rate. The stated milestones to monitor are the expected closing on September 4, 2026 and the resale-registration filing deadline on October 2, 2026.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate $4,075,000 / ($26,523,000 / 91) = 14 days
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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Shares issued in Private Placement 103,109,005 shares Common stock to be sold in the September 2026 private placement
Private Placement price per share $0.2541 per share Purchase price equal to Nasdaq Official Closing Price on September 2, 2026
Private Placement gross proceeds $26.2 million Approximate gross cash raised from the private placement
Current annual revenue cited $300 million SunPower revenue figure cited by the CEO in investor materials
Implied equity valuation cited $60 million Company’s stated valuation based on its then-current share price being under $1
Residential solar market size $7 billion Estimated size of U.S. residential solar market per U.S. EIA
Residential solar penetration 2026 6% U.S. homes with solar as of 2026 per U.S. EIA estimate
Forecast residential solar penetration 2030 30% U.S. residential solar market penetration forecast by 2030 per U.S. EIA
Private Placement financial
"issue and sell 103,109,005 shares ... in separately negotiated private placement transactions"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
resale registration statement regulatory
"agreed to prepare and file a resale registration statement for the Shares"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
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"
Rule 506 of Regulation D regulatory
"and/or Rule 506 of Regulation D promulgated thereunder"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.
Non-GAAP financial measures financial
"SunPower provides additional financial metrics ... that are not prepared in accordance with GAAP"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Standby Equity Purchase Agreement financial
"$2 SEPA Equity Issuance3 $3 Foris Model (Not Guidance)"
A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

FAQ

What equity financing did SunPower (SPWR) announce in this Form 8-K?
SunPower entered into securities purchase agreements for a private placement of 103,109,005 shares of common stock at $0.2541 per share, for gross proceeds of approximately $26.2 million, funded mainly by accredited investors including entities affiliated with company leaders.

How will SunPower (SPWR) use the $26.2 million raised in the private placement?
SunPower states that it intends to use the $26.2 million in gross proceeds from the private placement for working capital and general corporate purposes, without specifying further project-level uses in this disclosure.

When is the SunPower (SPWR) private placement expected to close?
The private placement is expected to close on September 4, 2026, subject to the satisfaction of the closing conditions contained in the securities purchase agreements signed on September 2, 2026.

Will the new SunPower (SPWR) shares be registered for resale?
Yes. SunPower agreed to prepare and file a resale registration statement for the new shares with the SEC on or before October 2, 2026, enabling investors to resell the shares once that registration is effective.

Under what exemptions is SunPower (SPWR) issuing these private placement shares?
SunPower will issue the shares in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D, limiting the offering to accredited or otherwise eligible investors.

What market context for SunPower (SPWR) does management highlight in the attached materials?
Management notes current annual revenue of about $300 million versus a roughly $60 million equity valuation, and cites U.S. EIA estimates of a $7 billion residential solar market with about 6% penetration in 2026 and a forecast of 30% penetration by 2030.

How does SunPower (SPWR) characterize the investment opportunity in the press release?
SunPower’s CEO describes the financing as a venture-style round, stating that the company’s share price was under $1 and presenting potential 4x to 11x return-on-investment multiples as forward-looking estimates, while emphasizing planned improvements and a path back to profitability.

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

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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): September 2, 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 September 2, 2026, SunPower Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with various accredited investors (the “Investors”), including entities affiliated with Thurman John “T.J.” Rodgers, William Anderson, J. Daniel McCranie and Devin Whatley (the “Affiliate Investors”), pursuant to which the Company agreed to issue and sell 103,109,005 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), in separately negotiated private placement transactions (the “Private Placement”) for gross proceeds of approximately $26.2 million, including amounts funded under simple agreements for future equity. The purchase price per Share payable under the Purchase Agreements is $0.2541, which equaled the Nasdaq Official Closing Price of the Common Stock on September 2, 2026. The Company intends to use the proceeds of the Private Placement for working capital and general corporate purposes.

 

The Private Placement is expected to close on September 4, 2026, subject to the satisfaction of the closing conditions set forth in the Purchase Agreements.

 

Pursuant to the Purchase Agreements, the Company agreed to prepare and file a resale registration statement for the Shares with the Securities and Exchange Commission on or before October 2, 2026. The Purchase Agreements otherwise contain representations and warranties, covenants and other terms customary for a Private Placement of this type.

 

The foregoing summary of the Purchase Agreements is qualified in its entirety by reference to the copy of the form of Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, and such Exhibit 10.1 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 Company will issue the 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”), and/or Rule 506 of Regulation D promulgated thereunder.

 

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

The 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.

  

Item 7.01. Regulation FD Disclosure.

 

Offering Press Release

 

On September 3, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Certain Financial Information

 

In connection with the Private Placement, the Company provided potential investors with certain supplemental financial information relating to the Company (the “Supplemental Financial Information”), which is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

 

1

 

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 and Exhibit 99.2 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 and Exhibit 99.2 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.

 

Forward-Looking Statements

 

Certain statements in this report, including, without limitation, in the Supplemental Financial Information, may be considered “forward-looking statements,” such as statements relating to the Offering. Forward-looking statements include those preceded by, followed by or that include the words “anticipate,” “expect,” “believe,” “could,” “continue,” “ongoing,” “estimate,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would” and similar words. These forward-looking statements speak only as of the date of this report. Although the Company believes that its assumptions upon which such forward-looking statements are based are reasonable, the Company can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number		   Description
10.1   Form of Securities Purchase Agreement+*
99.1   Press Release, dated September 3, 2026
99.2   Supplemental Financial Information
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: September 3, 2026  
     
  By: /s/ Thurman J. Rodgers
    Thurman J. Rodgers
    Chief Executive Officer

 

3

 

Exhibit 99.1

 

 

SunPower Raises $26.2 Million Cash

 

Majority of Equity Offering from Sand Hill Road Venture Investors

 

OREM, Utah (September 3, 2026) – SunPower Inc. (“SunPower” or the “Company”) (Nasdaq: SPWR), a solar technology, services, and installation company, today announced it has raised $26.2 million in an equity private placement round, which was funded mainly by investors from Sand Hill Road, the “Wall Street” of Silicon Valley at the northern boundary of Palo Alto and Stanford University. The round was anchored by Foris Ventures, the family office of John Doerr, Chairman of venture firm Kleiner-Perkins.

 

T.J. Rodgers, SunPower CEO, said, “I want to thank all the investors who participated in this round. Today, SPWR’s share price hovers under $1 due to the solar market reset caused by the loss of the Investment Tax Credit (ITC) combined with the Q2’26 misexecution of our SunPower Direct Division, which has been reassigned to our most experienced P&L manager, Kapil Rai, and will soon be back to normal. SunPower plans to return to profitability shortly and needs to raise growth capital. This situation offers investors a low-priced equity with a potential 4x to 11x ROI multiple calculated four different ways*, a scenario much akin to a venture capital round.

 

Rodgers continued, “So, I took the 10-minute drive to Silicon Valley’s Sand Hill Road for a day of presentations to VCs that consisted of five points (on our website here): 1) SunPower’s revenue is $300 million but the company is valued at just $60 million (just 0.20x sales). 2) SunPower plans to grow profitably next year to $500 million, but unlike a typical venture start-up, has its product-development and IPO risks behind it. 3) According to the U.S. Energy Information Agency (EIA), the Company serves an underpenetrated $7 billion residential solar market in which only 6% of solar-capable U.S. homes have even installed solar as of 2026. 4) The EIA further forecasts solar industry growth to 30% market penetration by 2030, and finally, 5) those EIA figures do not yet account for the expected Artificial Intelligence electricity price increases. In other words, we’ve got an iconic solar company about to turn profitable in a large and growing solar market.

 

Rodgers concluded, “Based on the presentations described above, we received initial verbal commitments that day for the majority of the $26.2 million in new cash investments.”

 

*Using an estimated price of $0.30 per share for the presentations, the estimated ROI gains were 1) 4.0x based on achieving a modest 0.72 Price to Sales (P/S) ratio, 2) 7.6x based on reachieving of our 52-week high share price of $2.27, 3) 8.3x based on achieving one-quarter of the gain achieved in the 2017 Enphase turnaround funded by T.J. Rodgers and John Doerr, and 4) 11.4x based on an analyst’s projected share price of $3.30 per share.

 

 

 

About SunPower

 

SunPower (Nasdaq: SPWR) is a solar technology, services, and installation company focused on delivering reliable and affordable energy solutions. 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, including statements concerning SunPower’s equity offering and related impacts of the transactions. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “seek,” “plan,” “project,” “target,” “looking ahead,” “look to,” “move into,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this press release include, without limitation, the anticipated improvements in the SunPower Direct Division, SunPower’s plans to return to profitability, the potential ROI multiple for the equity offering, SunPower’s expectations to grow profitability next year to $500 million, and the forecasted solar industry growth to 30% market penetration by 2030. 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. 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.

 

Company Contacts:

 

Sioban Hickie

VP Investor Relations

IR@sunpower.com

(801) 515-8727

 

Source: SunPower

 

 

Exhibit 99.2

 

1 Jefferies Renewables & Clean Energy Conference T.J. Rodgers, December 4, 2025 Wingspan 247' 747-400 211' Weight 1322 lbs Payload 726 lbs Helios 96,863' 170 mph @ 80,000' 14 x 2hp motors 65,000 Solar Cells 35,000 Watts Unbroken record Aug. 13, 2001 Bifacial cells Venture Funding Round SPWR (NASDAQ) Appreciation Opportunity of 4x to 11x September 3, 2026

 

 

2 Forward Looking Statements This presentation contains forward-looking statements, including statements concerning SunPower's equity offering and related impacts of the transactions. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "seek," "plan," "project," "target," "looking ahead," "look to," "move into," and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this presentation include, without limitation, the anticipated improvements in the SunPower Direct Division, SunPower's plans to return to profitability, the potential ROI multiple for the equity offering, SunPower's expectations to grow profitability next year to $500 million, and the forecasted solar industry growth to 30% market penetration by 2030. Forward-looking statements represent SunPower's current beliefs, estimates and assumptions only as of the date of this presentation and information contained in this presentation should not be relied upon as representing SunPower's estimates as of any subsequent date. 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 presentation 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. Non-GAAP Financial Measures In addition to providing financial measurements based on generally accepted accounting principles in the United States of America ("GAAP"), SunPower provides additional financial metrics in this presentation that are not prepared in accordance with GAAP ("non-GAAP"). Management believes the non-GAAP financial measures in this presentation, 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 SunPower's operating performance, such as amortization of goodwill and expensing employee stock options in addition to accounting for their dilutive effect, which facilitates the analysis of SunPower's core operating results across reporting periods. The non-GAAP financial measures do not replace the presentation of SunPower's GAAP financial results and should only be used as a supplement to, not as a substitute for, SunPower's financial results presented in accordance with GAAP. Descriptions of and reconciliations of the non-GAAP financial measures used in this presentation are included in the financial table above and related footnotes. We encourage investors to carefully consider our preliminary results under GAAP, as well as our preliminary non-GAAP information and the reconciliations between these presentations, to more fully understand our 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.

 

 

3 T.J. Rodgers SPWR CEO, Executive Chairman "To lead is to forfeit the right to make excuses." Dartmouth College 1970 Salutatorian (#2 in class) Physics (#1), Chemistry (#1) Trustee 2004-2012 (free speech, spending) Stanford & Silicon Valley PhDEE Solid State Electronics "Moore's Law" American MicroSystems: R&D, Engineering Advanced MicroDevices: running a Product Line Cypress Semiconductor 1982-2016 Founding CEO, 34-yr (record) Business Plan Funded April 7, 1983 IPO May 6, 1986: 37 months from funding Valuation: $270M ($770M today) Acquired in 2020: $10B Enphase Turnaround: $5B SunPower Status $111.3M Invested Shares held: 32.7M (22%) Debt held: $26.5M equivalent shares (17%) Employee share grants, 0; Salary, $0

 

 

4 Dick Swanson CEO SunPower T.J. Rodgers CEO Cypress Chair SunPower Saving SunPower S.F. Chronicle Jan. 2012 Technical superiority 2004

 

 

5 Autoline: Continuous River of Silicon – One Cell Per 2.5 Seconds

 

 

6 IPO SPIN OUT $2.6B 18.1x 2011 TOTAL SPWR set growth records and became a profitable $1.5B company before the hostile takeover by France's Total Oil in 2011

 

 

7 13 years later, SunPower went bankrupt and was re-acquired by T.J. Rodgers' company, Complete Solar

 

 

8 Re-Hired Genius SPWR Founder Dick Swanson PhD Electrical Engineering, Stanford University • 2012-present: Boards of directors: PowerOne, Noon Energy Systems, Bay Area PV Consortium, Worldwatch Institute, and Activate • 2012-present: Advisory boards: UC Davis Physics Department, SunPreme, NREL • 1991-2012: Co-founder, President, and CTO, SunPower • 1975-1991: Associate EE Professor, Stanford University • Member, National Academy of Engineering 8

 

 

9 Jefferies Renewables & Clean Energy Conference T.J. Rodgers, December 4, 2025 Venture Funding Round SPWR (NASDAQ) Appreciation Opportunity of 4x to 11x August 5, 2026

 

 

10 Enphase Turnaround 2017-2020 In Q4'16 Enphase was in trouble with $90.6M in revenue and a market cap of $69.0M The market cap/revenue ratio crashed to P/S = $69.0M/(4 x 90.6M) = 0.19 The company was in serious cash flow trouble John Doerr and T.J. Rodgers together invested $10M to buy 12.7% of ENPH Rodgers went on the ENPH board, and engineered a 150x share price gain

 

 

11 Rodgers Silicon Valley Acquisition Corp. TJR on board Jan. 10, 2017 Invest $10 million at $0.9248, P/S = 0.19 New COO, April 10, 2017 Badri Kothandaraman New CEO, Sept. 3, 2017 Badri Kothandaraman Reward 150x Return 150x Nov. 25, 2020 Revenue >$1B OpInc > 30% Three-yr return 33.2x. This analysis assumes one-fourth of this gain or 8.3x

 

 

12 Enphase Turnaround 2017-2020 August 5, 2026 In Q4'16 Enphase was in trouble with $90.6M in revenue and a market cap of $69.0M Q3'26 SunPower $55.0M $45.4M The market cap/revenue ratio crashed to P/S = $69.0M/(4 x 90.6M) = 0.19 P/S = $45.4M/(4 x 55.0M) = 0.20 John Doerr and T.J. Rodgers together invested $10M to buy 12.7% of ENPH A venture capital consortium $20M 30.6% of SPWR The three-year results: 33.2x share price gain A three-year projection: 8.3x SunPower Turnaround 2026-2029 Same start 4x lower gain: SPWR is not ENPH Estimate #1

 

 

13 E $(39.6) $(5.9) $(1.7) $1.0 $4.9 $3.2 $(12.9) $(12.5) $0.9 $(45) $(40) $(35) $(30) $(25) $(20) $(15) $(10) $(5) $- $5 $10 3Q'24 4Q'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Revenue & Non-GAAP OpInc Results Owner TK, SGH: 08/08/2026 OpInc Revenue $78.4 $66.1 $64.5 $91.0 $72.8 $56.0 $83.5 (Millions) $81.1 10K Cleanup Ambia Execution Two bad quarters Street $75M ($1.04) Range Acquire SPWR Assets Acquire Sunder Assets Acquire Ambia Assets Acquire Greenlight Breakeven in 3 qtrs Record Record

 

 

14 E $(39.6) $(5.9) $(1.7) $1.0 $4.9 $3.2 $(12.9) $(12.5) $0.9 $(45) $(40) $(35) $(30) $(25) $(20) $(15) $(10) $(5) $- $5 $10 3Q'24 4Q'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Revenue & Non-GAAP OpInc Results Owner TK, SGH: 08/08/2026 OpInc Revenue $78.4 $66.1 $64.5 $91.0 $72.8 $56.0 $83.5 (Millions) $81.1 10K Cleanup Ambia Execution Two bad quarters Street $75M ($1.04) Range Acquire SPWR Assets Acquire Sunder Assets Acquire Ambia Assets Acquire Greenlight Assets Recovery Breakeven in 3 qtrs Record Record

 

 

15 $1.50-$2.00 $0.30 = 7.57x gain to return to prior share price. Estimate #2 August 3, 2026 Opportunity

 

 

16 Source: FactSet, Company Data, SEC filings. Price data based on last day of the month. Revenue for 2Q utilizes consensus estimates. RUN's revenue for 2Q & 3Q utilizes consensus estimates. . SPWR Revenue for 3Q $75mm. SGH: 08/02/2026 1.6x 1.2x 1.0x 1.0x 0.8x 0.7x 0.7x 0.8x 0.8x 0.8x 1.3x 1.4x 1.0x 1.0x 0.9x 1.5x 1.1x 1.1x 1.0x 1.3x 0.9x 0.72x 0.5x 0.5x 0.4x 0.4x 0.3x 0.4x 0.6x 0.4x 0.6x 0.5x 0.5x 0.6x 0.4x 0.4x 0.5x 0.7x 0.5x 0.5x 0.5x 0.7x 0.4x 0.18x - 0.3x 0.6x 0.9x 1.2x 1.5x 1.8x Oct Nov Dec '24 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec '25 Jan Feb Mar Apr May Jun Jul RUN SPWR P/S Ratio 4.0x Share price gain for P/S → 0.72. Estimate #3

 

 

17 = 11.4x (Estimate #4) Share price multiple estimates: No. 1 No. 2 No. 3 No. 4 8.3x 7.6x 4.0x 11.4x ENPH 52-WK .72 PS Analyst ÷4 High Ratio August 3, 2026

 

 

18 ITC News Safe Habor Builds ITC Loss (-30%) What Happened?

 

 

19 Prices Stable to Up

 

 

20 Post Q1'26 losses -- $7.1M RIF 119 Four-day workweek Restructure corporate card spending $13 Million in Permanent Cost Reductions Post Q2'26 losses -- $5.9M RIF 30 – integration of Cobalt acquisition Second corporate card restructuring 5x headcount reduction

 

 

21 Excellent SPWR Board: 7 CEOs, 55% Independent DIRECTOR STATUS PRIOR TITLE DEGREE - UNIVERSITY SOLAR VETERAN (Bolded) T.J Rodgers CEO MA/PhD EE Stanford, BA Dartmouth SunPower, Complete Solar, Enphase, Cypress Tony Alvarez CEO MSEE Georgia Tech, BEE Georgia Tech Complete Solar, SunEdison, Cypress Will Anderson CEO MBA Stanford, BS Mgmt Science MIT Same Day Solar, Complete Solar Chris Lundell CEO MBA Finance BYU, BS Finance Vivint, DOMO, Novell Dan McCranie CEO BS EE Virginia Tech ENVX, Cypress Semi, SEEQ, AMD Ron Pasek Independent CFO MBA Santa Clara, BS Finance SJSU NetApp, Alterra, Sun Micro Tidjane Thiam Independent CEO MBA INSEAD, BS Ecole Polytechnique Credit Suisse, Prudential, McKinsey Devin Whatley Independent VC MBA Penn, BA East Asian Studies UCLA Ecosytem Integrity Fund, Zep Solar, Pegasus Adam Gishen Independent VPIR BS Int'l Studies Univ. of Leeds Credit Suisse, Lehman Bros. Bernard Gutmann Independent CFO BS Management Engineering, Worcester ON Semiconductor Lothar Maier Independent CEO BS Chemical Eng UC Berkley Linear Tech, Cypress 55% 7 CEOs

 

 

22 Jefferies Renewables & Clean Energy Conference T.J. Rodgers, December 4, 2025 Cash

 

 

23 ($5,000) $0 $5,000 $10,000 $15,000 $20,000 $25,000 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SPWR Cash Balance ($k) Actuals Short term WW19 Mid-Q2'26 Cash update May 5, 2026 Note: EOQ2.1 assumes Yorkville fully paid off and ELOC active WorkWeek Q2 Q3 Sawtooth Raised: $25M Paid: $15.9M debt Net cash: +$9.1M Q2 Convert Interest

 

 

24 Cash & Funding August 4, 2026 Prepared By: EPB 08/04/26 Sources $10.1M PE bridge loan $5.0M 10% TJR investment1 $1.3M 10% TJR investment1 $6.8M ELOC $5.1M ELOC $2M TJR investment $5M TJR investment $19.8M 7% Convert $1.7M ELOC $2M TJR investment $30M 10% Convert (cash)2 $2.1M ELOC 1) Total deal value is $46M 2) Excluding $10M non-cash New convert, by Sunder debt cancellation, part of $46M 3) PE Standby Equity Purchase Agreement 4) Interest to be paid in Equity $3.8M ELOC $2.1M SEPA Equity Issuance3 $3.5M Foris Model (Not Guidance) $3M ELOC Funding Cash Cash $M 5 23 7 23 32 10 3 3 Uses $75M $4M $6.6M Existing Convert (#1-5) interest $1.9M Contingency for M&A $1.2M 7%/10% Convert interest $6M Existing Convert interest $1M 10% convert interest $2.4M Siemens payment $7.6M Sunder M&A payment (equity) $1M 10% convert interest $2.4M Siemens payment $4.0M Sunder M&A payment $7.8M PE bridge repay $4.8M Siemens payment $20.0M Sunder M&A payment $6M 7%/12% Convert interest (odd Qtrs) $1M 10% convert interest (every Qtr) +20

 

 

25 Given the cuts made, we will recover strongly in both revenue and profit in Q3'26, but cost cutting to survive on thin margins can only go so far. With the state-of-the-art Monolith and Monolith II panels, as well as the high-tech, high⁃margin jobs coming to our New Homes/Cobalt Division, we will move further into the premium segment of the solar market defined by sustainable technology advantages and commercial business. That will give advantages and premium pricing leverage to a currently very lean installation company. Conclusion

 

 

26 Dan McCranie SPWR Director – Marketing & Sales 10 NASDAQ BoDs: Enovix Mentor Graphics Freescale Semi Actel Semi Cypress Semi Xicor Semi On Semi CEO: SEEQ Technology VP Mktg/Sales: Cypress Semi, SEEQ Semi, Harris Semi

 

 

27 The US Residential Market is Still Nacient: US EIA 94.4% of qualified homes do not have solar 11/13/2024 2030 Fcst: 30% 2026 Update: 7% United States Even in California, only 15.5% of qualified homes have solar

 

 

28 Utility Solar Energy Dominate Exponential Growth 10-yr CAGR 20.8%

 

 

29 Residential CAGR 13%

 

 

30 Booked Jobs = Signed Contact + Design Complete + Funding Approved Our Bookings Are at Record Levels

 

 

31 - 50 100 150 200 250 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Q3'26 Q4'26 Q1'27 Q2'27 Q3'27 Q4'27 Q1'28 Q2'28 Q3'28 Q4'28 SunPower Direct Sunder New Homes Model (Not Guidance) 3-Year Revenue Plan $M Actuals/Guidance Owner JDM, TK, EPB 2026-07-22 $96M/qtr cashflow positive $76M/qtr opinc breakeven 75 200 2026 $307M 2027 $476M 2025 $300M 2028 $750M Outbound: 11.8%/qtr

 

 

32 Our Vision SunPower will again be recognized as No. 1 in solar by introducing advanced hardware and software-controlled solar system products. SunPower $1 Billion Mission (September 2025) Exclusive 470W Monolith REC panel (<50 lbs) REC residential bifacial panel (>500W) Perovskite-silicon tandem panel (2 years) IQ8 ENPH inverter (Sunlight backup) IQ9 inverter (GaN provides 240V/480V) EV zero carbon (charge car with solar electrons) EV battery for backup Now Now Now Now Q4'26

 

 

33 Jefferies Renewables & Clean Energy Conference T.J. Rodgers, December 4, 2025 Bookings Q3'26

 

 

34 Sunder Energy Acquisition One of the Top Residential Solar Sales Forces in the U.S. Eric Nielsen, Co-Founder and President 17 yrs in direct sales MBA (Ohio State), BS Finance and BS Econ (Utah State) EVP of Four Combined Sales Forces 34

 

 

35 35 35 + 22 States 45 States Sunder Acquisition Doubles Coverage Especially in CA, TX, FL

 

 

36 "Door Knockers" Fail 98.2% Of The Time Mandates 1,500 Contract (1099) Sales People for $300M Revenue

 

 

37 Sunder Sales: "Setter" Knocks Prepared by EPB, 2026-07-22, Presenter: ESN Work Week OWNER: ESN 8/5/26 # Assumes 333 knocks/one booking @ 50 knocks/day → 0.75 bookings/man-week Knocks → Discussions → Lead → Pitch → Booking Setter Setter Setter Closer Closer Yield 16% 11% 20% 85% Cum Yld 16% 1.76% 0.35% 0.30% 1M knocks/qtr $300M revenue Sales Yield Statistics

 

 

38 Jobs ($32,700 average) Total "FDCs" (Yield to Revenue 85%) FDC = Contract + Design Done + Funding Approved

 

 

39 SPWR – Revenue Q3'26 Prepared by EPB, 2026-07-22, Presenter: EPB OWNER: TJR Street (7/28) Work Week BOQ est EPB-189A BOQ EOQ Our plan is to recover revenue this quarter EOQ est street

 

 

40 1126 964 753 448 246 295 893 976 705 769 69 306 205 97 197 229 1126 964 1646 1590 1454 1498 0 200 400 600 800 1000 1200 1400 1600 1800 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 SunPower 1099 Headcount CBA: 07/02/2026 Old-SPWR +Sunder +Ambia +Purelight Employees 710

 

 

41 Surinder S. Bedi EVP, Quality, Engineering and Customer Success EDUCATION: • MS Industrial & Systems Engineering, Ohio University • BS Mechanical Engineering, Bangalore University • Executive Management, Technology & Strategic Innovation, Stanford University Graduate School of Business. AWARDS: o Award: Intel Quality Leadership, Intel Corporation o Award: Applied Materials President Gold Leadership o Award: Applied Materials President Annual Quality Leadership o Award: The Philippine Exemplary Performance. SunPower Presented by their president o Award Product Innovation Bifacial Solar, Frost & Sullivan o 12 US Patents 41

 

 

42 Salt Lake Billboard

 

 

43 SunPower & REC: JDA Technology Partnership To Develop and Commercialize Advanced Solar Technology • Heterojunction Technology, N Type Cell • Gapless Cell Layout: Robust Reliability • Superior Module Efficiency: 22.6% • Most Powerful: 470W • Lowest Temp. Coefficient: -0.24%/°C • Light: 50 lbs, 2.08 m2, Glass 3.2 mm • Enhanced Output: Morning, Evening, Cloudy • Lowest degradation at year 25 (Pmax) = 92.5% • Power Density, 226 W/m2, High Lifetime kWh • Warranty: 25-year Power and Product • Premium Heterojunction Bifacial Technology • Superior Module Efficiency: 23.1% • Bifacial index: 70% Pmax (rear) • Most Powerful: 520W • Light: 50 lbs, 2.08 m2, Glass 1.6 mm (F&R) • Power Density, 231 W/m2, + Backside Boost • Residential: 3-5% rear boost • Commercial: 5-10% rear boost • Fire Type: 38 (Robust Fire Resistance) • Warranty: 30-year Power and Product Monolith, Launched in Q1'26 Monolith II Bifacial, Coming Soon

 

 

44 First Bifacial Panel Shipment

 

 

45 John Bergh CEO Cobalt Power Systems Self-made man Left college to run family water well business upon father's death SunPower: Rose to Silicon Valley Sales Manager Qcells: Director Biz Dev $336 million business Bought Cobalt Power Systems (2025 rev: $33 million) Invented Cobalt concept: Sales System Designers Athlete (college football) Coach (Youth sports: football, basketball & baseball)

 

 

46 First Monolith System: Santa Cruz, CA Enphase IQ8X Inverters Maximize kWh/yr = $ Owner Paid a Higher Price and Made a Higher Return

 

 

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52 Owner SGH: 07/17/2026 Double Major Accounting & Finance, Northeastern Illinois MBA from University of Chicago Most recently, CFO of Bespoken Spirits (Kentucky startup) Doubled revenue, cutting operating expenses by half Prior 15 years at Beam Suntory (public company) Started as an accountant, then six promotions to: Head of finance for a $2 billion mfg unit Tom Kowalzcuk, CFO Tom Kowalzcuk CFO

 

 

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Spec Template 12645 / A Questions

 

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