Were the acquisition-related share issuances for SunPower approved by stockholders?

Yes. Stockholders approved issuing shares as additional consideration above 3,333,334 shares under one membership interest purchase agreement and post-closing consideration above 16,620,910 shares under another. These approvals help SunPower satisfy equity-based obligations tied to completed acquisition agreements.

SunPower (NASDAQ: SPWR) wins approval for major equity, note and plan issuances

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SunPower Inc. held a Special Meeting of stockholders on March 25, 2026, where investors approved several proposals that authorize significant future issuances of common stock. These approvals relate to acquisition consideration, convertible notes, equity purchase agreements and employee equity incentives.

Stockholders approved issuing shares above 3,333,334 shares as additional consideration under a membership interest purchase agreement, and approved shares issuable upon conversion of an additional $22,225,000 of 7.00% Convertible Senior Notes due 2029. They also approved post-closing consideration above 16,620,910 shares under another acquisition agreement, increased the Amended White Lion Purchase Agreement commitment from $30.0 million to $55.0 million, and authorized shares under the Yorkville Standby Equity Purchase Agreement that may reach or exceed 20% of common stock outstanding as of January 27, 2026. Separately, stockholders approved a Second Amendment to the 2023 Equity Incentive Plan, raising total shares reserved for issuance to 44,573,109, including an additional 8,000,000 shares.

Insights

SunPower gains broad shareholder approval for sizeable equity and financing capacity.

Stockholders authorized multiple blocks of future common stock issuance tied to acquisitions, convertible notes, and equity purchase agreements. This gives SunPower Inc. flexibility to fund deals and manage its balance sheet using equity-linked structures approved under Nasdaq Listing Rules 5635(a) and 5635(d).

Key elements include shares for additional acquisition consideration, conversion of an extra $22,225,000 of 7.00% Convertible Senior Notes due 2029, and lifting the Amended White Lion Purchase Agreement commitment from $30.0 million to $55.0 million. These tools can support liquidity and transactions but introduce potential dilution depending on usage.

The approval of the Yorkville Standby Equity Purchase Agreement, potentially reaching or exceeding 20% of common stock as of January 27, 2026, and expansion of the 2023 Equity Incentive Plan to 44,573,109 shares, underscores a strategy that leans on equity-based financing and incentives. Actual impact will depend on future drawdowns, note conversions and grant practices disclosed in later filings.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Equity Plan Reserve: 44,573,109 shares Additional Equity Plan Shares: 8,000,000 shares Additional Convertible Notes: $22,225,000 +5 more

8 metrics

Equity Plan Reserve 44,573,109 shares Total shares reserved under 2023 Equity Incentive Plan after Second Amendment

Additional Equity Plan Shares 8,000,000 shares New shares reserved by Proposal 6 for the 2023 Equity Incentive Plan

Additional Convertible Notes $22,225,000 Aggregate principal of Additional 7.0% Convertible Senior Notes due 2029

Convertible Notes Coupon 7.00% Interest rate on Convertible Senior Notes due 2029

White Lion Commitment Before $30.0 million Original aggregate commitment under Amended White Lion Purchase Agreement

White Lion Commitment After $55.0 million New aggregate commitment approved under Amended White Lion Purchase Agreement

Yorkville Issuance Threshold 20% of common stock Potential issuance relative to common stock outstanding as of January 27, 2026

Proposal 1 For Votes 74,998,001 votes Votes in favor of additional consideration shares under September 21, 2025 MIPA

Key Terms

Nasdaq Listing Rule 5635(a), Nasdaq Listing Rule 5635(d), Convertible Senior Notes, Standby Equity Purchase Agreement, +2 more

6 terms

Nasdaq Listing Rule 5635(a) regulatory

"To approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock"

Nasdaq Listing Rule 5635(d) regulatory

"To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the increase of the aggregate commitment amount"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Convertible Senior Notes financial

"the Company’s 7.00% Convertible Senior Notes due 2029 (the “7.00% Notes”)"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

Standby Equity Purchase Agreement financial

"pursuant to the Standby Equity Purchase Agreement, dated January 27, 2026 between YA II PN, Ltd. (“Yorkville”), and SunPower Inc."

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.

Equity Incentive Plan financial

"Second Amendment to 2023 Equity Incentive Plan, as amended (as amended, the “2023 Plan”)."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Membership Interest Purchase Agreement financial

"pursuant to the Membership Interest Purchase Agreement, dated as of September 21, 2025"

Understanding 8-K Material Events →

03/30/2026 - 05:32 PM

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): March 25, 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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Second Amendment to 2023 Equity Incentive Plan

On March 25, 2026, SunPower Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the Second Amendment (the “Second Amendment”) to the Company’s 2023 Equity Incentive Plan, as amended (as amended, the “2023 Plan”). The Second Amendment increases the total number of shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”), reserved for issuance under the 2023 Plan to 44,573,109 shares of Common Stock.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, filed as Exhibit 10.1 hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Special Meeting on March 25, 2026. Set forth below are the final results of the voting with respect to each matter acted upon at the Special Meeting. The related proposals are described in further detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 20, 2026 (the “Proxy Statement”).

Proposal 1 - To approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock as additional consideration pursuant to the Membership Interest Purchase Agreement, dated as of September 21, 2025, by and among SunPower Inc., Complete Solar, Inc., Chicken Parm Pizza LLC and Sunder Energy LLC in excess of 3,333,334 shares of Common Stock

The Company’s stockholders approved Proposal 1.

VOTES FOR		VOTES AGAINST		WITHHOLD/ ABSTAIN		BROKER NON-VOTES
74,998,001		264,302		45,127		—

Proposal 2 – To approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock that may be issuable upon the conversion of an additional $22,225,000 aggregate principal amount of the Company’s 7.00% Convertible Senior Notes due 2029 (the “7.00% Notes” and such additional $22,225,000 aggregate principal amount of 7.00% Notes, the “Additional 7.0% Notes”), which Additional 7.0% Notes may become issuable by the Company following the exercise of an additional purchase option for the Additional 7.0% Notes pursuant to the various Note Purchase Agreements, dated as of September 21, 2025, between the Company and the purchasers party thereto

The Company’s stockholders approved Proposal 2.

VOTES FOR		VOTES AGAINST		WITHHOLD/ ABSTAIN		BROKER NON-VOTES
74,979,796		277,299		50,335		—

Proposal 3 – To approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock as post-closing consideration pursuant to the Membership Interest Purchase Agreement, dated as of November 21, 2025, by and among SunPower Inc., Ambia Holdings, Inc. and Ambia Energy, LLC in excess of 16,620,910 shares of Common Stock

The Company’s stockholders approved Proposal 3.

VOTES FOR		VOTES AGAINST		ABSTAIN		BROKER NON-VOTES
72,197,199		3,050,751		59,480		—

Proposal 4 – To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the increase of the aggregate commitment amount under the Amended White Lion Purchase Agreement (as defined in the Proxy Statement) from $30.0 million to $55.0 million shares of Common Stock

The Company’s stockholders approved Proposal 4,

VOTES FOR		VOTES AGAINST		ABSTAIN		BROKER NON-VOTES
74,368,503		879,458		59,469		—

Proposal 5 – To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock (a) pursuant to the Standby Equity Purchase Agreement, dated January 27, 2026 between YA II PN, Ltd. (“Yorkville”), and SunPower Inc. (the “Yorkville Purchase Agreement”) and (b) upon the conversion of convertible promissory notes issued to Yorkville in connection with the Yorkville Purchase Agreement, in an amount that may be equal to or exceed 20% of the Common Stock outstanding as of January 27, 2026

The Company’s stockholders approved Proposal 5.

VOTES FOR		VOTES AGAINST		ABSTAIN		BROKER NON-VOTES
74,010,772		1,250,720		45,938		—

Proposal 6 – To approve an amendment to the Company’s 2023 Equity Incentive Plan, as amended, to reserve an additional 8,000,000 shares of Common Stock for issuance under the 2023 Equity Incentive Plan, as amended

The Company’s stockholders approved Proposal 6.

VOTES FOR		VOTES AGAINST		ABSTAIN		BROKER NON-VOTES
66,817,445		8,440,188		49,797		—

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Second Amendment to 2023 Equity Incentive Plan, as amended
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: March 30, 2026	By:	/s/ Wendell Laidley
		Wendell Laidley
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did SunPower (SPWR) stockholders approve at the March 2026 Special Meeting?

Stockholders approved several proposals allowing SunPower to issue additional common stock for acquisitions, convertible notes, equity purchase agreements and employee incentives. These approvals expand the company’s flexibility to complete prior agreements and access capital, subject to potential dilution as shares are actually issued.

How does the Second Amendment affect SunPower’s 2023 Equity Incentive Plan?

The Second Amendment increases the total shares of common stock reserved under SunPower’s 2023 Equity Incentive Plan to 44,573,109, including an additional 8,000,000 shares. This larger pool supports future stock-based compensation and incentives for employees, directors and other service providers under the plan.

What is the significance of the additional $22,225,000 of 7.00% Convertible Senior Notes due 2029?

Stockholders approved issuing shares upon conversion of an additional $22,225,000 of SunPower’s 7.00% Convertible Senior Notes due 2029. These Additional 7.0% Notes may be issued if a further purchase option is exercised under existing note purchase agreements, potentially increasing equity if holders convert.

How did SunPower (SPWR) change the Amended White Lion Purchase Agreement?

Stockholders approved increasing the aggregate commitment under the Amended White Lion Purchase Agreement from $30.0 million to $55.0 million in shares of common stock. This larger commitment gives SunPower additional capacity to sell shares under that arrangement if it chooses to utilize it.

What did SunPower approve regarding the Yorkville Standby Equity Purchase Agreement?

Stockholders approved issuing shares under the Yorkville Standby Equity Purchase Agreement and related convertible promissory notes in an amount that may equal or exceed 20% of common stock outstanding as of January 27, 2026. This authorization supports a sizeable equity financing and conversion framework with Yorkville.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 SECOND AMENDMENT TO 2023 EQUITY INCENTIVE PLAN, AS AMENDED 5.4 KB

SunPower (NASDAQ: SPWR) wins approval for major equity, note and plan issuances

Rhea-AI Filing Summary

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