Rodgers-led trusts take 7.9M SunPower (SPWR) shares via interest-for-equity deal

Rhea-AI Filing Summary

Rodgers Thurman J reported open-market purchase transactions in this Form 4 filing.

SunPower Inc. director, chief executive officer and greater-than-10% owner Thurman J. Rodgers reported substantial indirect increases in common stock holdings. On July 1, 2026, 7,226,186 shares were issued to the Rodgers Massey Revocable Living Trust and 633,250 shares to the Rodgers Family Freedom and Free Markets Charitable Trust through equity-for-interest exchange transactions tied to several convertible senior notes due 2029 held by these trusts.

After these issuances, the Revocable Trust holds 28,816,676 shares and the Charitable Trust holds 2,471,485 shares. Rodgers also reports 8,842 shares held directly and additional indirect ownership through Rodgers Capital, LLC and related 2012 irrevocable trusts, where he or his spouse serve as trustee or manager.

Insights

Equity & capital structure analyst

Large equity-for-interest exchanges increase insider-related share ownership.

The filing shows trusts associated with SunPower CEO Thurman J. Rodgers receiving 7,226,186 and 633,250 shares via equity-for-interest exchanges. Instead of cash interest on multiple 2029 convertible senior note series, the issuer delivered common stock to the Revocable and Charitable Trusts.

This shifts value from debt interest payments into equity, increasing trust share ownership while reducing future cash interest obligations on those specific notes. The transactions are recorded as purchases but function economically as interest paid in stock, not open-market buying.

Following the exchanges, the Revocable Trust holds 28,816,676 shares and the Charitable Trust 2,471,485 shares, alongside other direct and indirect holdings. Subsequent company filings may clarify any broader impact on overall leverage or additional equity-for-interest arrangements in future periods.

Insider Trade Summary

6 transactions reported

Net Buy 6 txns

Insider Rodgers Thurman J

Role Chief Executive Officer

Bought 7,859,436 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Common Stock	7,226,186	$0.00	--
Purchase	Common Stock	633,250	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 28,816,676 shares (Indirect, See Note); Common Stock — 8,842 shares (Direct, null)

Footnotes (1)

1. Consists of 7,226,186 shares of common stock issued to the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the "Revocable Trust") on July 1, 2026 pursuant to an equity-for-interest exchange transaction consummated with respect to interest amounts otherwise payable pursuant to the 12% convertible senior notes due 2029, 10% convertible senior secured notes due 2029 and 7% convertible senior notes due 2029 held by the Revocable Trust. The reporting person and his spouse serve as trustees of the Revocable Trust. Consists of 633,250 shares of common stock issued to the Rodgers Family Freedom and Free Markets Charitable Trust (the "Charitable Trust") on July 1, 2026 pursuant to an equity-for-interest exchange transaction consummated with respect to interest amounts otherwise payable pursuant to the 12% convertible senior notes due 2029, 10% convertible senior secured notes due 2029 and 7% convertible senior notes due 2029 held by the Charitable Trust. The reporting person and his spouse serve as trustees of the Charitable Trust. These shares are held by Rodgers Capital, LLC. The reporting person is the manager of Rodgers Capital, LLC. These shares are held by the TJ Rodgers 2012 Irrevocable Trust dtd 12/26/12, for which the reporting person serves as trustee. 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.

Key Figures

Equity-for-interest shares to Revocable Trust: 7,226,186 shares Equity-for-interest shares to Charitable Trust: 633,250 shares Total net shares acquired in transactions: 7,859,436 shares +3 more

6 metrics

Equity-for-interest shares to Revocable Trust 7,226,186 shares Common stock issued July 1, 2026 to Rodgers Massey Revocable Living Trust

Equity-for-interest shares to Charitable Trust 633,250 shares Common stock issued July 1, 2026 to Rodgers Family Freedom and Free Markets Charitable Trust

Total net shares acquired in transactions 7,859,436 shares Aggregate net-buy shares across reported equity-for-interest exchanges

Revocable Trust holdings after transaction 28,816,676 shares Total SunPower common shares held indirectly via Revocable Trust after July 1, 2026

Charitable Trust holdings after transaction 2,471,485 shares Total SunPower common shares held indirectly via Charitable Trust after July 1, 2026

Direct holdings by reporting person 8,842 shares Common stock held directly by Thurman J. Rodgers following reported transactions

Key Terms

equity-for-interest exchange transaction, convertible senior notes, revocable living trust, charitable trust, +1 more

5 terms

equity-for-interest exchange transaction financial

"issued to the Rodgers Massey Revocable Living Trust ... pursuant to an equity-for-interest exchange transaction consummated with respect to interest amounts otherwise payable"

convertible senior notes financial

"interest amounts otherwise payable pursuant to the 12% convertible senior notes due 2029, 10% convertible senior secured notes due 2029 and 7% convertible senior notes due 2029"

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.

revocable living trust financial

"Consists of 7,226,186 shares of common stock issued to the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the "Revocable Trust")"

charitable trust financial

"issued to the Rodgers Family Freedom and Free Markets Charitable Trust (the "Charitable Trust") on July 1, 2026"

indirect ownership financial

"These shares are held by Rodgers Capital, LLC. The reporting person is the manager of Rodgers Capital, LLC."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 07:15 PM Accepted by SEC EDGAR 07/06/2026 - 07:14 PM Learn about SEC filing dates

FAQ

What insider share acquisitions did SunPower (SPWR) report in this Form 4?

The Form 4 reports indirect acquisitions of 7,226,186 and 633,250 SunPower common shares. These were issued to two Rodgers-related trusts on July 1, 2026 through equity-for-interest exchanges tied to existing convertible senior notes due 2029 held by those trusts.

Who received the new SunPower (SPWR) shares disclosed in this filing?

Shares were issued to the Rodgers Massey Revocable Living Trust and the Rodgers Family Freedom and Free Markets Charitable Trust. Thurman J. Rodgers and his spouse serve as trustees, so the acquisitions are reported as indirect ownership linked to his insider position at SunPower.

How were the new SunPower (SPWR) shares issued to the Rodgers-related trusts?

The trusts received shares through equity-for-interest exchange transactions. Instead of receiving cash interest on 12%, 10% and 7% convertible senior notes due 2029 they hold, the trusts accepted SunPower common stock, increasing their equity stakes while settling interest amounts in shares.

What are the post-transaction SunPower (SPWR) holdings for the Rodgers trusts?

After the exchanges, the Rodgers Massey Revocable Living Trust holds 28,816,676 SunPower shares, while the Rodgers Family Freedom and Free Markets Charitable Trust holds 2,471,485 shares. These are reported as indirect holdings for Thurman J. Rodgers due to his trustee roles with the respective entities.

Does Thurman J. Rodgers hold additional SunPower (SPWR) shares outside the two main trusts?

Yes. The filing shows 8,842 SunPower shares held directly, plus other indirect holdings via Rodgers Capital, LLC and two 2012 irrevocable trusts. For these entities, Rodgers or his spouse act as manager or trustee, so their positions are reported as part of his overall beneficial ownership.

Are the SunPower (SPWR) insider transactions open-market purchases?

The transactions are coded as purchases but described as equity-for-interest exchanges. The shares were issued to the two Rodgers-related trusts in lieu of cash interest on specified convertible senior notes due 2029, rather than being bought for cash in the open market.

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)

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. [ SWPR ]

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)
07/01/2026

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
Common Stock	07/01/2026		P		7,226,186	A	(1)	28,816,676	I	See Note(1)
Common Stock	07/01/2026		P		633,250	A	(2)	2,471,485	I	See Note(2)
Common Stock								485,562	I	See Note(3)
Common Stock								463,589	I	See Note(4)
Common Stock								463,589	I	See Note(5)
Common Stock								8,842	D

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

Explanation of Responses:

1. Consists of 7,226,186 shares of common stock issued to the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the "Revocable Trust") on July 1, 2026 pursuant to an equity-for-interest exchange transaction consummated with respect to interest amounts otherwise payable pursuant to the 12% convertible senior notes due 2029, 10% convertible senior secured notes due 2029 and 7% convertible senior notes due 2029 held by the Revocable Trust. The reporting person and his spouse serve as trustees of the Revocable Trust.

2. Consists of 633,250 shares of common stock issued to the Rodgers Family Freedom and Free Markets Charitable Trust (the "Charitable Trust") on July 1, 2026 pursuant to an equity-for-interest exchange transaction consummated with respect to interest amounts otherwise payable pursuant to the 12% convertible senior notes due 2029, 10% convertible senior secured notes due 2029 and 7% convertible senior notes due 2029 held by the Charitable Trust. The reporting person and his spouse serve as trustees of the Charitable Trust.

3. These shares are held by Rodgers Capital, LLC. The reporting person is the manager of Rodgers Capital, LLC.

4. These shares are held by the TJ Rodgers 2012 Irrevocable Trust dtd 12/26/12, for which the reporting person serves as trustee.

5. 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. Rodgers	07/06/2026
	** 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)