UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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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: March 29, 2026 |
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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: |
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
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)
1403 N. Research Way
(Address of principal executive office (street
and number))
Orem, UT 84097
(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) |
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) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR 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) |
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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant is unable to file, without unreasonable effort and expense,
its Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 because of a delay in compiling and processing certain information
for inclusion in such Quarterly Report on Form 10-Q. The registrant expects to file such Quarterly Report on Form 10-Q on or before the
5th calendar day following the report’s prescribed due date.
(Attach Extra Sheets if Needed)
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person
to contact in regard to this notification |
Thurman J. Rodgers |
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(877) |
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299-4943 |
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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 ☐ |
| (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: May 13, 2026 |
By |
/s/ Thurman J. Rodgers |
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Thurman J. Rodgers, Chief Executive Officer |
Schedule A
Expected significant changes in results of operations of the registrant
for the quarter ended March 29, 2026 (“Q1 2026”), based on its preliminary, unaudited results of operations, include the following,
compared to the unaudited results of operations of the registrant for the quarter ended March 30, 2025 (“Q1 2025”). The unaudited
results of operations set forth below for Q1 2025 reflect the restated results of operations that will be reflected in the registrant’s
Form 10-Q/A for Q1 2025 (the “Form 10-Q/A”). The registrant anticipates filing the Form 10-Q/A prior to or in connection with
Form 10-Q for Q1 2026.
| ● | Revenues for Q1 2026 were $72.8 million compared to $78.4 million for
Q1 2025. |
| ● | Cost of revenues for Q1 2026 was $27.6 million compared to $51.0 million
for Q1 2025. |
| ● | Total operating expenses for Q1 2026 were $64.4 million compared to
$31.1 million for Q1 2025. |
| ● | Comprehensive
income (net of tax) for Q1 2026 was $5.0 million compared to $4.8 million for Q1 2025. |
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 Quarterly Report
on Form 10-Q for Q1 2026 on or before the extended deadline as a result of filing this Form 12b-25, the registrant’s expectations
with respect to its results of operations for Q1 2026, the registrant’s expectations with respect to its restated results of operations
for Q1 2025, and the registrant’s expectation that it will file the Form 10-Q/A prior to or in connection with the Form 10-Q for
Q1 2026. 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 filed
on April 14, 2026 and the 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.
