SunPower CEO acquires $6M in 10% convertible notes
SunPower Inc.’s chief executive officer, Thurman J. Rodgers, indirectly acquired 10% Convertible Senior Secured Notes due 2029 with $6,000,000 principal amount through family trusts.
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Form Type
4
Rhea-AI Filing Summary
SunPower Inc.’s chief executive officer, Thurman J. Rodgers, indirectly acquired 10% Convertible Senior Secured Notes due 2029 with $6,000,000 principal amount through family trusts. Two Simple Agreements for Future Equity totaling $5,000,000 and $1,000,000 were exchanged into these notes.
The notes are held by the Rodgers Massey Revocable Living Trust ($5,000,000) and the Rodgers Family Freedom & Free Markets Charitable Trust ($1,000,000), where the reporting person and spouse serve as trustees. The notes are initially convertible at 610.3143 shares of common stock per $1,000 principal amount, representing 3,661,885 underlying shares, and mature on May 1, 2029 unless earlier converted or repurchased.
Insider Trade Summary
0 shares exercised/converted
Exercise
3 txns
Insider
Rodgers Thurman J
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| In-the-Money Exercise | 10% Convertible Senior Secured Notes due 2029 | 0 | $6,000,000.00 as filed | -- |
| In-the-Money Exercise | Simple Agreement for Future Equity | 0 | $0.00 | $0.00 |
| In-the-Money Exercise | Simple Agreement for Future Equity | 0 | $0.00 | $0.00 |
- Price shown as filed: $6,000,000.00 per share fails the platform's plausibility check, so no transaction value is shown.
Holdings After Transaction:
10% Convertible Senior Secured Notes due 2029 — 0 contracts (Indirect, See Footnote);
Simple Agreement for Future Equity — 0 contracts (Indirect, See Footnote)
Footnotes (5)
- F1. The conversion rate for the 10% Convertible Senior Secured Notes due 2029 (the "Convertible Notes") is initially equal to 610.3143 shares of common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment in accordance with the terms of the Convertible Notes.
- F2. The Convertible Notes mature on May 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.
- F3. On 4/8/2026, a trust controlled by the Reporting Person purchased a simple agreement for future equity ("April 2026 SAFE") in exchange for $5,000,000. At the closing of the issuance of the Convertible Notes, the April 2026 SAFE was converted and exchanged into $5,000,000 principal amount of the Convertible Notes.
- F4. On 5/13/2024, a trust controlled by the Reporting Person purchased a simple agreement for future equity (the "May 2024 SAFE") in exchange for $1,000,000. The May 2024 SAFE was converted and exchanged into $1,000,000 principal amount of the Convertible Notes.
- F5. $5,000,000 principal amount of the Convertible Notes are held by the Rodgers Massey Revocable Living Trust, and $1,000,000 principal amount of the Convertible Notes are held by the Rodgers Family Freedom & Free Markets Charitable Trust. The April 2026 SAFE was held by Rodgers Massey Revocable Living Trust, and the May 2024 SAFE was held by the Rodgers Family Freedom & Free Markets Charitable Trust. The Reporting Person and his spouse serve as trustees for each of the Rodgers Massey Revocable Living Trust and the Rodgers Family Freedom & Free Markets Charitable Trust.
Key Figures
April 2026 SAFE investment: $5,000,000
May 2024 SAFE investment: $1,000,000
Total principal of convertible notes: $6,000,000
+4 more
7 metrics
April 2026 SAFE investment
$5,000,000
Purchased by a trust controlled by the reporting person on April 8, 2026
May 2024 SAFE investment
$1,000,000
Purchased by a trust controlled by the reporting person on May 13, 2024
Total principal of convertible notes
$6,000,000
Principal amount of 10% Convertible Senior Secured Notes held by family trusts
Coupon rate
10%
Interest rate on the Convertible Senior Secured Notes due 2029
Maturity date
May 1, 2029
Maturity of the 10% Convertible Senior Secured Notes unless earlier converted or repurchased
Conversion rate
610.3143 shares per $1,000
Initial conversion rate of common stock per $1,000 principal amount of notes
Underlying common shares
3,661,885 shares
Number of SunPower common shares initially underlying the $6,000,000 principal of notes
Key Terms
Simple Agreement for Future Equity, 10% Convertible Senior Secured Notes due 2029, conversion rate, principal amount, +1 more
5 terms
Simple Agreement for Future Equity financial
"purchased a simple agreement for future equity ("April 2026 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.
10% Convertible Senior Secured Notes due 2029 financial
"The conversion rate for the 10% Convertible Senior Secured Notes due 2029 (the "Convertible Notes")"
conversion rate financial
"The conversion rate for the 10% Convertible Senior Secured Notes due 2029 is initially equal to 610.3143 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.
principal amount financial
"shares of common stock per $1,000 principal amount of the Convertible Notes"
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.
revocable living trust financial
"$5,000,000 principal amount of the Convertible Notes are held by the Rodgers Massey Revocable Living Trust"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did SunPower (SPWR) disclose for CEO Thurman J. Rodgers?
SunPower disclosed that CEO Thurman J. Rodgers, through family trusts, indirectly acquired $6,000,000 principal amount of 10% Convertible Senior Secured Notes due 2029. These notes arose from converting two Simple Agreements for Future Equity originally purchased for $5,000,000 and $1,000,000, respectively.
How much did the SunPower (SPWR) CEO’s trusts invest through SAFEs before conversion?
A trust controlled by the CEO purchased a Simple Agreement for Future Equity for $5,000,000 on April 8, 2026, and another trust purchased a SAFE for $1,000,000 on May 13, 2024. Each SAFE converted into an equivalent principal amount of 10% Convertible Senior Secured Notes.
What are the key terms of SunPower’s 10% Convertible Senior Secured Notes due 2029?
The 10% Convertible Senior Secured Notes due 2029 carry a 10% coupon and mature on May 1, 2029, unless earlier converted or repurchased. They are initially convertible into SunPower common stock at a rate of 610.3143 shares per $1,000 principal amount, subject to adjustment under the note terms.
Which entities hold the SunPower 10% Convertible Notes linked to CEO Thurman J. Rodgers?
The $6,000,000 principal amount of SunPower 10% Convertible Senior Secured Notes is held by two trusts: the Rodgers Massey Revocable Living Trust holds $5,000,000 and the Rodgers Family Freedom & Free Markets Charitable Trust holds $1,000,000. The CEO and his spouse serve as trustees for both trusts.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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