SunPower CEO trust buys SAFE and convertible note

SunPower Inc. Chief Executive Officer Thurman J. Rodgers, through the Rodgers Massey Revocable Trust where he and his spouse are trustees, reported two indirect purchases of convertible securities.

Rhea-AI Filing Summary

SunPower Inc. Chief Executive Officer Thurman J. Rodgers, through the Rodgers Massey Revocable Trust where he and his spouse are trustees, reported two indirect purchases of convertible securities. On April 8, 2026, the trust purchased a Simple Agreement for Future Equity (SAFE) for $5,000,000, which will automatically convert into $5,000,000 of the securities issued in the company’s next financing round, based on that round’s price.

Earlier, on January 29, 2026, the trust purchased a 12% Convertible Senior Note due 2029 for $3,300,000. The note is convertible into common stock at a rate of 540.5405 shares per $1,000 of principal, for up to 1,783,783 shares, and matures on July 1, 2029 unless converted or repurchased earlier.

Insights

Equity & Convertible Securities Analyst

CEO-associated trust invests $8.3M in SunPower-linked convertible instruments, signaling a meaningful capital commitment.

The Rodgers Massey Revocable Trust, associated with SunPower’s CEO and a 10% owner, purchased a $5,000,000 SAFE and a $3,300,000 12% Convertible Senior Note due 2029. Both are indirect holdings, but the economic exposure is tied to SunPower’s future equity value.

The convertible note carries a 12% coupon and converts at 540.5405 shares per $1,000 of principal, up to 1,783,783 common shares, creating potential future equity issuance. The SAFE will convert automatically into the next financing’s securities, aligning the trust with future fundraising terms.

These are open-market or private purchases (code P), not compensation grants, and indicate the CEO-linked trust is committing substantial capital on investor-like terms. Actual dilution and timing depend on when the next financing occurs and if or when the note is converted before its July 1, 2029 maturity.

Insider Trade Summary

Purchase: 0 shares

Purchase 2 txns

Insider Rodgers Thurman J

Role Chief Executive Officer

Bought 0 shs

Type	Security	Shares	Price	Value
Purchase	Simple Agreement for Future Equity	0	$5,000,000.00 as filed	--
Purchase	12% Convertible Senior Note due 2029	0	$3,300,000.00 as filed	--

• Simple Agreement for Future Equity, Apr 8, 2026. Price shown as filed: $5,000,000.00 per share is far above the $1.13 close on Apr 8, 2026, so no transaction value is shown.
• 12% Convertible Senior Note due 2029, Jan 29, 2026. Price shown as filed: $3,300,000.00 per share is far above the $1.80 close on Jan 29, 2026, so no transaction value is shown.

Holdings After Transaction: 12% Convertible Senior Note due 2029 — 0 contracts (Indirect, See Footnote); Simple Agreement for Future Equity — 0 contracts (Indirect, See Footnote)

Footnotes (4)

1. F1. The conversion rate for the 12% Convertible Senior Note due 2029 (the "Convertible Note") is equal to 540.5405 shares of common stock per $1,000 principal amount of the Convertible Note, subject to adjustment in accordance with the terms of the Convertible Note.
2. F2. The Convertible Note matures on July 1, 2029, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Note prior to the close of business on the business day immediately preceding the maturity date.
3. F3. On 4/8/2026, a trust controlled by the Reporting Person purchased a simple agreement for future equity ("SAFE") in exchange for $5,000,000. The SAFE provides that it will automatically convert at the closing of the first financing transaction completed by the Issuer following the issuance of the SAFE, including a financing transaction involving the sale of capital stock, warrants, debt securities or other convertible securities of the Issuer. At the closing of such financing transaction, the SAFE will convert into $5,000,000 of shares, units or increment of the securities issued in such financing transaction based on the price per share, unit or increment of the securities issued and sold by the Issuer.
4. F4. The Convertible Note and SAFE are held by the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees.

Key Figures

SAFE investment: $5,000,000 Convertible note investment: $3,300,000 Convertible note coupon: 12% +5 more

8 metrics

SAFE investment $5,000,000 Purchase of Simple Agreement for Future Equity on April 8, 2026

Convertible note investment $3,300,000 Purchase of 12% Convertible Senior Note due 2029 on January 29, 2026

Convertible note coupon 12% Interest rate on Convertible Senior Note due 2029

Conversion rate 540.5405 shares per $1,000 Conversion rate of 12% Convertible Senior Note into common stock

Underlying common shares 1,783,783 shares Maximum common stock underlying the 12% Convertible Senior Note

SAFE underlying amount $5,000,000 of securities Value of securities to be received on SAFE conversion in next financing

Note maturity July 1, 2029 Maturity date of 12% Convertible Senior Note unless converted or repurchased

Total capital committed $8,300,000 Combined amount invested in SAFE and convertible note by CEO-linked trust

Key Terms

Simple Agreement for Future Equity, 12% Convertible Senior Note due 2029, conversion rate, matures on July 1, 2029, +2 more

6 terms

Simple Agreement for Future Equity financial

"purchased a simple agreement for future equity ("SAFE") in exchange for $5,000,000"

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.

12% Convertible Senior Note due 2029 financial

"The conversion rate for the 12% Convertible Senior Note due 2029"

conversion rate financial

"The conversion rate for the 12% Convertible Senior Note due 2029 is equal to 540.5405 shares"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

matures on July 1, 2029 financial

"The Convertible Note matures on July 1, 2029, unless earlier converted or repurchased."

principal amount financial

"shares of common stock per $1,000 principal amount of the Convertible Note"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

financing transaction financial

"convert at the closing of the first financing transaction completed by the Issuer"

FAQ

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

What did SunPower (SPWR) CEO Thurman Rodgers’ trust buy according to this Form 4?

A trust controlled by SunPower CEO Thurman Rodgers bought a $5,000,000 Simple Agreement for Future Equity and a $3,300,000 12% Convertible Senior Note due 2029. Both are indirect holdings that can convert into SunPower-related equity under specified terms.

How does the 12% Convertible Senior Note due 2029 for SunPower (SPWR) work?

The 12% Convertible Senior Note pays 12% interest and matures on July 1, 2029. It is convertible into SunPower common stock at 540.5405 shares per $1,000 of principal, allowing up to 1,783,783 shares if fully converted before maturity or repurchase.

What are the key terms of the $5,000,000 SAFE reported for SunPower (SPWR)?

The $5,000,000 SAFE converts automatically at the closing of SunPower’s next financing transaction after its issuance. It will convert into $5,000,000 of the securities sold in that financing, using the same price per share, unit, or increment as outside investors.

Who actually holds the SunPower (SPWR) SAFE and convertible note from this filing?

Both the SAFE and the 12% Convertible Senior Note are held by the Rodgers Massey Revocable Trust. SunPower’s CEO Thurman Rodgers and his spouse serve as trustees, so the transactions are reported as indirect ownership on his Form 4.

How many SunPower (SPWR) shares are tied to the 12% Convertible Senior Note purchase?

The 12% Convertible Senior Note can convert at 540.5405 shares per $1,000 of principal. On a $3,300,000 principal amount, this equates to an underlying 1,783,783 shares of SunPower common stock if fully converted, subject to the note’s adjustment provisions.

Is the SunPower (SPWR) SAFE conversion price fixed now?

The SAFE’s conversion price is not fixed at issuance. Instead, it will convert into $5,000,000 of the securities sold in SunPower’s first subsequent financing, using that financing’s price per share, unit, or increment when the transaction closes.

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

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Accepted by SEC EDGAR 04/10/2026 - 05:30 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Rodgers Thurman J

(Last) (First) (Middle)

SUNPOWER INC.

45700 NORTHPORT LOOP EAST

(Street)

FREEMONT CALIFORNIA 94538

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
12% Convertible Senior Note due 2029	(1)	01/29/2026		P		$3,300,000		(2)	(2)	Common Stock	1,783,783	$3,300,000	$3,300,000	I	See Footnote(4)
Simple Agreement for Future Equity	(3)	04/08/2026		P		$5,000,000		(3)	(3)	Equity(3)	5,000,000(3)	$5,000,000	$5,000,000	I	See Footnote(4)

Explanation of Responses:

1. The conversion rate for the 12% Convertible Senior Note due 2029 (the "Convertible Note") is equal to 540.5405 shares of common stock per $1,000 principal amount of the Convertible Note, subject to adjustment in accordance with the terms of the Convertible Note.

2. The Convertible Note matures on July 1, 2029, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Note prior to the close of business on the business day immediately preceding the maturity date.

3. On 4/8/2026, a trust controlled by the Reporting Person purchased a simple agreement for future equity ("SAFE") in exchange for $5,000,000. The SAFE provides that it will automatically convert at the closing of the first financing transaction completed by the Issuer following the issuance of the SAFE, including a financing transaction involving the sale of capital stock, warrants, debt securities or other convertible securities of the Issuer. At the closing of such financing transaction, the SAFE will convert into $5,000,000 of shares, units or increment of the securities issued in such financing transaction based on the price per share, unit or increment of the securities issued and sold by the Issuer.

4. The Convertible Note and SAFE are held by the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees.

	/s/ Michael Penney, Attorney-in-Fact for Thurman J. Rodgers	04/10/2026
	** Signature of Reporting Person	Date
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)