STOCK TITAN

SunPower CEO gets 7.9M shares via $2M SAFE

SunPower CEO and major holder Thurman J. Rodgers converted a $2 million SAFE into 7.87 million SunPower common shares held through a revocable trust.

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SunPower Inc. (SPWR) director, chief executive officer and ten percent owner Thurman J. Rodgers reported transactions involving a Simple Agreement for Future Equity and common stock. On August 24, 2026, the Rodgers Massey Revocable Trust purchased a SAFE for $2,000,000. On September 4, 2026, that SAFE was converted into 7,870,917 shares of SunPower common stock held indirectly by the Revocable Trust. Additional indirect holdings are reported through various trusts and an LLC, and 8,842 shares are held directly.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Rodgers Thurman J
Role Chief Executive Officer
Bought 0 shs
Type Security Shares Price Value
In-the-Money Exercise Simple Agreement for Future Equity F2 -- $0.00 --
In-the-Money Exercise Common Stock F2 7,870,917 $0.2541 $2.00M
Purchase Simple Agreement for Future Equity F1 -- $2,000,000.00 --
holding Common Stock F3 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F5 -- -- --
holding Common Stock F6 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Simple Agreement for Future Equity — 0 contracts (Indirect, See Footnote); Common Stock — 40,571,818 shares (Indirect, See note); Common Stock — 8,842 shares (Direct)
Footnotes (6)
  1. F1. On 8/24/2026, the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees (the "Revocable Trust"), purchased a simple agreement for future equity (the "SAFE") in exchange for $2,000,000. The SAFE was automatically convertible at the closing of the first financing transaction completed by the Issuer following the issuance of the SAFE. At the closing of such financing transaction, the SAFE was convertible into $2,000,000 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, and subject to the terms and conditions of the SAFE. The SAFE was converted into 7,870,917 shares of common stock on 9/4/2026.
  2. F2. On 9/4/2026, the SAFE was converted into 7,870,917 shares of the Issuer's common stock pursuant to the Securities Purchase Agreement dated 9/2/2026 between the Issuer and the Revocable Trust. Such common stock is held by the Revocable Trust, for which the Reporting Person and his spouse serve as trustees.
  3. F3. These shares are held by the Rodgers Family Freedom and Free Markets Charitable Trust (the "Charitable Trust"). The reporting person and his spouse serve as trustees of the Charitable Trust.
  4. F4. These shares are held by Rodgers Capital, LLC. The reporting person is the manager of Rodgers Capital, LLC.
  5. F5. These shares are held by the TJ Rodgers 2012 Irrevocable Trust dtd 12/26/12, for which the reporting person serves as trustee.
  6. F6. These shares are held by the Valeta Massey 2012 Irrevocable Trust dtd 12/26/12, for which the reporting person's spouse serves as trustee.
SAFE purchase amount $2,000,000 Consideration paid by the Rodgers Massey Revocable Trust on August 24, 2026 for the SAFE
Shares issued on SAFE conversion 7,870,917 shares Common stock into which the SAFE converted on September 4, 2026
Common stock transaction price $0.2541 per share Reported price for 7,870,917 common shares acquired indirectly on September 4, 2026
Direct common stock holdings 8,842 shares Directly held SunPower common stock position reported as of August 24, 2026
SAFE underlying shares 7,870,917 shares Underlying common stock referenced for the SAFE held by the Rodgers Massey Revocable Trust
Simple Agreement for Future Equity financial
"purchased a simple agreement for future equity (the "SAFE") in exchange for $2,000,000"
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.
SAFE financial
"The SAFE was converted into 7,870,917 shares of common stock on 9/4/2026."
Securities Purchase Agreement financial
"pursuant to the Securities Purchase Agreement dated 9/2/2026 between the Issuer and the Revocable Trust"
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.
Revocable Trust financial
"the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

FAQ

What did SPWR insider Thurman J. Rodgers report on this Form 4?

He reported that a revocable trust associated with him bought a $2,000,000 Simple Agreement for Future Equity on August 24, 2026, which was later converted into 7,870,917 shares of SunPower common stock on September 4, 2026, held indirectly by the trust.

How many SPWR shares were issued upon conversion of the SAFE?

The filing states that the SAFE was converted into 7,870,917 shares of SunPower common stock on September 4, 2026, pursuant to a Securities Purchase Agreement between SunPower Inc. and the Rodgers Massey Revocable Trust.

What price per share is shown for the SPWR common stock received?

For the September 4, 2026 common stock transaction, the Form 4 reports a transaction price of $0.2541 per share for the 7,870,917 shares acquired indirectly upon conversion of the SAFE held by the revocable trust.

Who actually holds the SPWR shares reported for Thurman J. Rodgers?

The filing explains that shares are held indirectly by several entities: the Rodgers Massey Revocable Trust, a charitable trust, Rodgers Capital LLC, and two 2012 irrevocable trusts, plus 8,842 shares held directly by Thurman J. Rodgers.

Was a Rule 10b5-1 trading plan involved in these SPWR transactions?

No. The filing does not indicate that the transactions were made under a Rule 10b5-1 trading plan; its plan-related checkbox is not affirmed, and the footnotes describe the SAFE financing and conversion mechanics instead.

What is the size of Thurman J. Rodgers’ direct SPWR holding after these transactions?

The Form 4 shows a direct holding of 8,842 shares of SunPower common stock as of August 24, 2026. Separate indirect holdings are reported through the revocable trust, charitable trust, LLC, and irrevocable trusts.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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*
Rodgers Thurman J

(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026
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 Stock09/04/2026X7,870,917(2)A$0.2541(2)36,687,593ISee note(2)
Common Stock2,471,485ISee note(3)
Common Stock485,562ISee note(4)
Common Stock463,589ISee note(5)
Common Stock463,589ISee note(6)
Common Stock8,842D
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
Simple Agreement for Future Equity(1)08/24/2026P$2,000,000 (1) (1)Equity(1)7,870,917$2,000,000$2,000,000ISee Footnote(1)
Simple Agreement for Future Equity(2)09/04/2026X$2,000,000 (2) (2)Common Stock(2)7,870,917$0$0ISee Footnote(2)
Explanation of Responses:
1. On 8/24/2026, the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees (the "Revocable Trust"), purchased a simple agreement for future equity (the "SAFE") in exchange for $2,000,000. The SAFE was automatically convertible at the closing of the first financing transaction completed by the Issuer following the issuance of the SAFE. At the closing of such financing transaction, the SAFE was convertible into $2,000,000 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, and subject to the terms and conditions of the SAFE. The SAFE was converted into 7,870,917 shares of common stock on 9/4/2026.
2. On 9/4/2026, the SAFE was converted into 7,870,917 shares of the Issuer's common stock pursuant to the Securities Purchase Agreement dated 9/2/2026 between the Issuer and the Revocable Trust. Such common stock is held by the Revocable Trust, for which the Reporting Person and his spouse serve as trustees.
3. These shares are held by the Rodgers Family Freedom and Free Markets Charitable Trust (the "Charitable Trust"). The reporting person and his spouse serve as trustees of the Charitable Trust.
4. These shares are held by Rodgers Capital, LLC. The reporting person is the manager of Rodgers Capital, LLC.
5. These shares are held by the TJ Rodgers 2012 Irrevocable Trust dtd 12/26/12, for which the reporting person serves as trustee.
6. These shares are held by the Valeta Massey 2012 Irrevocable Trust dtd 12/26/12, for which the reporting person's spouse serves as trustee.
/s/ Michael Penney, Attorney-in-Fact for Thurman J. Rodgers09/09/2026
** 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)

Keep reading