UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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One) |
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☒ Form
10-K ☐ Form 20-F ☐ Form 11-K
☐ Form 10-Q
☐ Form
10-D ☐ Form N-SAR ☐ Form N-CSR |
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For Period Ended:
December 28, 2025 |
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☐ Transition
Report on Form 10-K |
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☐ Transition
Report on Form 20-F |
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☐ Transition
Report on Form 11-K |
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☐ Transition
Report on Form 10-Q |
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☐ Transition
Report on Form N-SAR |
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For the Transition Period Ended: |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
SunPower
Inc.
(Full
name of registrant)
(Former
name if applicable)
45700
Northport Loop
(Address
of principal executive office (street and number))
Fremont,
CA 94538
(City,
state and zip code)
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b) |
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
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(c) |
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The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
SunPower
Inc. (the “Company”) has determined that it will not be able to file its Annual Report on Form 10-K for the fiscal
year ended December 28, 2025 (the “2025 Form 10-K”) within the prescribed time period for such filing without unreasonable
effort or expense. The Company has dedicated significant resources to completing the Form 10-K and is working diligently to complete
the necessary work to file the 2025 Form 10-K as soon as practicable. The Company requires more time to complete the procedures relating
to its year-end reporting process.
PART
IV — OTHER INFORMATION
| (1) |
Name and telephone number of
person to contact in regard to this notification |
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Wendell
Laidley |
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877 |
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299-4943 |
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(Name) |
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(Area Code) |
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(Telephone
Number) |
| (2) |
Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer
is no, identify report(s). Yes ☒ No ☐ |
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| (3) |
Is it anticipated that any
significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? Yes ☒
No ☐ |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
See
Schedule A
SunPower
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
March 30, 2026 |
By |
/s/
Wendell Laidley |
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Wendell
Laidley, Chief Financial Officer |
Schedule
A
Expected
significant changes in results of operations of the registrant based on its preliminary unaudited results of operations include the following:
| ● | Consolidated
revenues for the fiscal year ended December 28, 2025 (“Fiscal 2025”) was
$306.5 million, compared to $108.7 million for the fiscal year ended December 29, 2024
(“Fiscal 2024”). |
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| ● | Cost
of revenues for Fiscal 2025 was $178.6 million, compared to $69.2 million for Fiscal 2024. |
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| ● | Total
operating expenses for Fiscal 2025 was $146.0 million, compared to $108.0 million for Fiscal
2024. |
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| ● | Other expense, net
for Fiscal 2025 was expense of $17.0, compared to income of $14.1 million in Fiscal 2024. |
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| ● | Net
loss from continuing operations for Fiscal 2025 was ($35.1) million, compared to ($54.4)
million for Fiscal 2024. |
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| ● | Net
loss for Fiscal 2025 was ($36.2) million, compared to ($56.5) million for Fiscal 2024. |
Forward-Looking
Statements
Certain
statements in this Form 12b-25 may be considered forward-looking statements, including statements with respect to the registrant’s
expectations that it will file its Annual Report on Form 10-K for Fiscal 2025 on or before the extended deadline as a result of filing
this Form 12b-25 and the registrant’s expectations with respect to its results of operations for Fiscal 2024. Forward-looking statements
generally relate to future events and can be identified by terminology such as “may,” “should,” “could,”
“might,” “plan,” “possible,” “strive,” “budget,” “expect,” “intend,”
“will,” “estimate,” “believe,” “predict,” “potential,” “pursue,”
“aim,” “goal,” “mission,” “anticipate” or “continue,” or the negatives of
these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other
factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These
forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the registrant and its management,
are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited
to the risks and uncertainties set forth in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking
Statements” in the registrant’s Annual Report on Form 10-K for Fiscal 2024, the Quarterly Reports on Form
10-Q filed by the registrant during Fiscal 2025, and other documents filed by the registrant from time to time with the Securities and
Exchange Commission. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and the registrant assumes no obligation and does not intend to update or revise these forward-looking
statements other than as required by applicable law. The registrant does not give any assurance that it will achieve its expectations.
