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SunPower director trust buys 393K shares

SunPower director Devin Whatley reports a trust purchase of 393,545 shares plus large fund-related indirect holdings, with beneficial ownership largely disclaimed.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SunPower Inc. (SPWR) director Devin Whatley reported an indirect acquisition of 393,545 shares of common stock on September 4, 2026 at $0.2541 per share, purchased by a living trust for which he and his spouse are trustees under a Securities Purchase Agreement dated September 2, 2026. Following this transaction, the trust holds 393,545 shares, and Whatley reports additional positions of 103,825 directly held shares originating from restricted stock units under the 2023 Equity Incentive Plan and 5,832,054 shares held by Ecosystem Integrity Fund II entities, for which he is affiliated with the general partner. He disclaims beneficial ownership of the trust and fund securities except to the extent of his pecuniary interest, and no Rule 10b5-1 trading plan is reported.

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Insider Whatley Devin
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 393,545 $0.2541 $100K
holding Common Stock F2 -- -- --
holding Common Stock F3 -- -- --
Holdings After Transaction: Common Stock — 393,545 shares (Indirect, By trust); Common Stock — 103,825 shares (Direct); Common Stock — 5,832,054 shares (Indirect, See footnote)
Footnotes (3)
  1. F1. On 9/4/2026, a living trust, for which the Reporting Person and his spouse are trustees ("Purchaser"), purchased shares of common stock pursuant to a Securities Purchase Agreement dated 9/2/2026 between the Issuer and Purchaser. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
  2. F2. The Reporting Person holds 103,825 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.
  3. F3. These securities are held directly by Ecosystem Integrity Fund II, L.P. on behalf of itself and as nominee for Ecosystem Integrity Fund II-A, LP (collectively, the " Ecosystem Funds"). The Reporting Person is a managing member of the entity that is the general partner of the Ecosystem Funds, which own the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
Shares acquired by trust 393,545 shares Indirect acquisition of SunPower common stock on September 4, 2026
Acquisition price per share $0.2541 per share Price paid by the living trust for 393,545 SunPower shares
Trust holdings after acquisition 393,545 shares Total SunPower common shares held by the living trust following the transaction
Direct holdings from RSUs 103,825 shares Shares held directly by Devin Whatley originating from RSUs under the 2023 Equity Incentive Plan
Ecosystem Funds indirect holdings 5,832,054 shares SunPower common shares held by Ecosystem Integrity Fund II, L.P. and Ecosystem Integrity Fund II-A, LP
Securities Purchase Agreement financial
"purchased shares of common stock pursuant to a Securities Purchase Agreement dated"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
restricted stock units financial
"The Reporting Person holds 103,825 restricted stock units pursuant to the Company's"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Equity Incentive Plan financial
"pursuant to the Company's 2023 Equity Incentive Plan, as amended"
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.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest"
beneficial ownership financial
"not an admission that the Reporting Person is the beneficial owner of these securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What insider transaction did SPWR director Devin Whatley report on this Form 4?

Devin Whatley reported an indirect acquisition of 393,545 SunPower (SPWR) shares of common stock on September 4, 2026. The shares were purchased by a living trust for which he and his spouse serve as trustees, under a Securities Purchase Agreement dated September 2, 2026.

At what price were the 393,545 SPWR shares acquired by the trust?

The living trust purchased 393,545 SPWR shares at $0.2541 per share on September 4, 2026. The acquisition was made pursuant to a Securities Purchase Agreement between SunPower Inc. and the trust dated September 2, 2026.

How many SunPower (SPWR) shares does the trust associated with Devin Whatley hold after the transaction?

After the reported transaction, the living trust associated with Devin Whatley holds 393,545 SunPower (SPWR) shares of common stock. Whatley disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

What direct SunPower (SPWR) holdings from restricted stock units does Devin Whatley report?

Devin Whatley reports 103,825 directly held SunPower (SPWR) shares that originated from restricted stock units granted under the company’s 2023 Equity Incentive Plan. Each unit fully vested into one share of common stock on the grant date, subject to the plan’s terms and conditions.

What indirect SunPower (SPWR) holdings are reported through Ecosystem Integrity Fund entities?

The filing reports 5,832,054 SunPower (SPWR) shares held by Ecosystem Integrity Fund II, L.P. and Ecosystem Integrity Fund II-A, LP. Devin Whatley is a managing member of the general partner of these funds and disclaims beneficial ownership except for his pecuniary interest.

Were Devin Whatley’s reported SPWR transactions made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan, and there is no indication in the footnotes that the September 4, 2026 acquisition or reported holdings were executed pursuant to a Rule 10b5-1 trading plan.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Whatley Devin

(Last)(First)(Middle)
C/O SUNPOWER INC.
1403 N. RESEARCH WAY

(Street)
OREM UTAH 84097

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
SunPower Inc. [ SPWR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/04/2026A393,545(1)A$0.2541393,545IBy trust(1)
Common Stock103,825D(2)
Common Stock5,832,054ISee footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On 9/4/2026, a living trust, for which the Reporting Person and his spouse are trustees ("Purchaser"), purchased shares of common stock pursuant to a Securities Purchase Agreement dated 9/2/2026 between the Issuer and Purchaser. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
2. The Reporting Person holds 103,825 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.
3. These securities are held directly by Ecosystem Integrity Fund II, L.P. on behalf of itself and as nominee for Ecosystem Integrity Fund II-A, LP (collectively, the " Ecosystem Funds"). The Reporting Person is a managing member of the entity that is the general partner of the Ecosystem Funds, which own the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
/s/ Michael Penney, Attorney-in-Fact for Devin Whatley09/09/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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