SunPower CEO Rodgers lifts stake to 19.5% of stock

Thurman J. Rodgers and affiliated entities now report a 19.5% beneficial stake in SunPower after a private placement increased their ownership by more than one percentage point.

Rhea-AI Filing Summary

SunPower Inc. (SPWR) is the subject of an amended Schedule 13D in which Thurman J. Rodgers and affiliated entities report beneficial ownership of 66,307,206 shares of common stock, representing 19.5% of SunPower’s outstanding common stock as of September 8, 2026. The group’s holdings include common shares, stock options, warrants and shares issuable upon conversion of the company’s 7%, 10% and 12% convertible senior notes due 2029.

The amendment is triggered because the group’s ownership percentage increased by more than 1% following a private placement in which the Rodgers Massey Revocable Living Trust purchased 7,870,917 shares on September 4, 2026. Rodgers, SunPower’s Chief Executive Officer, Executive Chairman and director, indicates that the group may buy or sell additional securities and may engage in discussions about potential extraordinary corporate transactions, changes in capitalization, or other significant changes to SunPower’s business or governance, while stating they have no specific current plans beyond the disclosures in this filing.

Filing Explained

This Amendment No. 2 updates the Rodgers group's Schedule 13D after the September 4 completed issuance; it reports 66,307,206 shares of beneficial ownership, or 19.5%, rather than creating those holdings itself. The total includes common shares and shares issuable within 60 days from notes, warrants and options; future conversion or exercise could increase issued shares and reduce existing holders' percentage ownership.

Key Figures

Aggregate beneficial ownership: 66,307,206 shares of common stock Percent of class owned: 19.5% Shares outstanding: 315,199,964 shares +5 more

8 metrics

Aggregate beneficial ownership 66,307,206 shares of common stock Beneficially owned collectively by the Reporting Persons as of September 8, 2026

Percent of class owned 19.5% Portion of SunPower common stock outstanding beneficially owned by the Reporting Persons

Shares outstanding 315,199,964 shares SunPower common stock issued and outstanding as of September 8, 2026

Private placement to Living Trust 7,870,917 shares Common shares sold to the Rodgers Massey Revocable Living Trust on September 4, 2026

Living Trust beneficial ownership 57,939,477 shares Shares of SunPower common stock beneficially owned by the Rodgers Massey Revocable Living Trust (17.2% of class)

Charitable Trust beneficial ownership 6,674,898 shares Shares beneficially owned by the Rodgers Family Freedom and Free Markets Charitable Trust (2.1% of class)

Rodgers Capital LLC beneficial ownership 637,443 shares Shares beneficially owned by Rodgers Capital LLC (0.20% of class)

TJ Rodgers 2012 Trust beneficial ownership 463,589 shares Shares beneficially owned by the TJ Rodgers 2012 Irrevocable Trust (0.15% of class)

Key Terms

Simple Agreement for Future Equity, convertible senior notes, beneficial ownership, Securities Purchase Agreement, +1 more

5 terms

Simple Agreement for Future Equity financial

"the Issuer entered into a Simple Agreement for Future Equity with the Living Trust"

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.

convertible senior notes financial

"10% convertible senior secured notes due 2029 and the 7% Notes and 12% Notes"

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.

beneficial ownership financial

"Mr. Rodgers may be deemed to have beneficial ownership of shares of Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement relating to the sale and issuance"

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.

private placement transaction financial

"shares of Common Stock in a private placement transaction that closed on September 4, 2026"

FAQ

How much of SunPower Inc. (SPWR) does Thurman J. Rodgers now beneficially own?

Rodgers and affiliated entities beneficially own 66,307,206 shares of SunPower common stock, representing 19.5% of the company’s outstanding common stock as of September 8, 2026, based on 315,199,964 shares outstanding.

What triggered this Amendment No. 2 to the Schedule 13D for SPWR?

The amendment was filed because the Reporting Persons’ percentage ownership in SunPower increased by more than 1% after the issuer privately issued 7,870,917 shares of common stock to the Rodgers Massey Revocable Living Trust on September 4, 2026.

What did the Rodgers Massey Revocable Living Trust acquire in the recent SunPower private placement?

In a private placement that closed on September 4, 2026, the Rodgers Massey Revocable Living Trust acquired 7,870,917 shares of SunPower common stock under a Securities Purchase Agreement disclosed on September 3, 2026.

What kinds of securities linked to SPWR does the Rodgers group hold?

The group holds common shares, stock options, warrants and shares of SunPower common stock issuable upon conversion of the company’s 7%, 10% and 12% convertible senior notes due 2029.

What is Thurman J. Rodgers’ role at SunPower Inc. (SPWR)?

Thurman J. Rodgers is SunPower’s Chief Executive Officer, a member of the Board of Directors, and the company’s Executive Chairman, while also being a key Reporting Person in this Schedule 13D group.

Could the Rodgers group pursue strategic transactions involving SunPower (SPWR)?

The filing states that Rodgers may discuss or encourage potential extraordinary corporate transactions, including mergers, reorganizations, take-private transactions, asset sales, or changes to capitalization or board composition, though it also states there are no present specific plans beyond the disclosed items.

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

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Available on EDGAR 09/09/2026 - 04:31 PM Accepted by SEC EDGAR 09/09/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

SunPower Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

20460L104

(CUSIP Number)

Thurman J. Rodgers
535 Eastview Way,
Woodside, CA, 94062
(877) 299-4943

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 20460L104

1

Name of reporting person

Thurman J. Rodgers

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 128,210.00
8	Shared Voting Power 66,178,996.00
9	Sole Dispositive Power 128,210.00
10	Shared Dispositive Power 66,178,996.00

11

Aggregate amount beneficially owned by each reporting person

66,307,206.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 7 and 9: Consists of: (a) 8,842 shares of Common Stock, $0.0001 par value per share, of the Issuer (the "Common Stock"), (b) 2,767 shares of Common Stock issuable pursuant to Warrants exercisable within 60 days of September 8, 2026, and (c) 116,601 options to purchase Common Stock of the Issuer (the "Stock Options") that are exercisable within 60 days of September 8, 2026. Rows 8 and 10: Consists of: (a) 40,571,818 shares of Common Stock consisting of (1) 485,562 shares of Common Stock held by Rodgers Capital LLC, of which the Reporting Person is a manager, (2) 2,471,485 shares of Common Stock held by the Rodgers Family Freedom and Free Markets Charitable Trust (the "Charitable Trust"), of which the Reporting Person is a trustee, (3) 36,687,593 shares of Common Stock held by the Rodgers Massey Revocable Living Trust (the "Living Trust"), of which the Reporting Person is a trustee, (4) 463,589 shares of Common Stock held by the TJ Rodgers 2012 Irrevocable Trust dtd 12/26/12 (the "Rodgers Trust"), for which the Reporting Person serves as trustee, and (5) 463,589 shares of Common Stock held by the Valeta Massey 2012 Irrevocable Trust dtd 12/26/12 (the "Massey Trust"), for which the Reporting Person's spouse serves as trustee; (b) 3,051,571 shares of Common Stock issuable upon conversion of the Issuer's 10% convertible senior secured notes due 2029 (the "10% Notes") held by the Living Trust, of which the Reporting Person is a trustee; (c) 610,314 shares of Common Stock issuable upon conversion of the 10% Notes held by the Charitable Trust, of which the Reporting Person is a trustee; (d) 2,339,181 shares of Common Stock issuable upon conversion of the Issuers 7% convertible senior notes due 2029 (the "7% Notes") held by the Living Trust, of which the Reporting Person is a trustee; (e) 2,339,181 shares of Common Stock issuable upon conversion of the Issuers 7% Notes held by the Charitable Trust, of which the Reporting Person is a trustee; (f) 15,291,364 shares of Common Stock issuable upon conversion of the Issuer's 12% convertible senior notes due 2029 (the "12% Notes") held by the Living Trust, of which the Reporting Person is a trustee; (g) 1,253,918 shares of Common Stock issuable upon conversion of the Issuer's 12% Notes held by the Charitable Trust, of which the Reporting Person is a trustee; and (h) 724,416 shares issuable pursuant to Warrants exercisable within 60 days of September 8, 2026, consisting of (1) 151,881 Warrants held by Rodgers Capital LLC, of which the Reporting Person is a manager and (2) 569,768 Warrants held by the Living Trust, of which the Reporting Person is a trustee. Row 13: This percentage is calculated based on 315,199,964 shares of Common Stock issued and outstanding as of September 8, 2026.

SCHEDULE 13D

CUSIP Number(s): 20460L104

1

Name of reporting person

Rodgers Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 637,443.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 637,443.00

11

Aggregate amount beneficially owned by each reporting person

637,443.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.20 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8 and 10: Consists of: (a) 485,562 shares of Common Stock and (b) 151,881 Warrants exercisable within 60 days of September 8, 2026. Row 13: This percentage is calculated based on 315,199,964 shares of Common Stock issued and outstanding as of September 8, 2026.

SCHEDULE 13D

CUSIP Number(s): 20460L104

1

Name of reporting person

TJ Rodgers 2012 Irrevocable Trust dtd 12/26/12

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 463,589.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 463,589.00

11

Aggregate amount beneficially owned by each reporting person

463,589.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.15 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8 and 10: Consists of 463,589 shares of Common Stock held by the Rodgers Trust, for which the Reporting Person's spouse serves as trustee. Row 13: This percentage is calculated based on 315,199,964 shares of Common Stock issued and outstanding as of September 8, 2026.

SCHEDULE 13D

CUSIP Number(s): 20460L104

1

Name of reporting person

Valeta Massey 2012 Irrevocable Trust dtd 12/26/12

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 463,589.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 463,589.00

11

Aggregate amount beneficially owned by each reporting person

463,589.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.15 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8 and 10: Consists of 463,589 shares of Common Stock held by the Massey Trust, for which the Reporting Person's spouse serves as trustee. Row 13: This percentage is calculated based on 315,199,964 shares of Common Stock issued and outstanding as of September 8, 2026, as disclosed by the Issuer.

SCHEDULE 13D

CUSIP Number(s): 20460L104

1

Name of reporting person

Rodgers Family Freedom and Free Markets Charitable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,674,898.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,674,898.00

11

Aggregate amount beneficially owned by each reporting person

6,674,898.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8 and 10: Consists of: (a) 2,471,485 shares of Common Stock; (b) 610,314 shares of Common Stock issuable upon conversion of the 10% Notes, which are convertible within 60 days of September 8, 2026; (c) 1,253,918 shares of Common Stock issuable upon conversion of the 12% Notes, which are convertible within 60 days of September 8, 2026; and (d) 2,339,181 shares of Common Stock issuable upon conversion of the 7% Notes, which are convertible within 60 days of September 8, 2026. Row 13: This percentage is calculated based on 315,199,964 shares of Common Stock issued and outstanding as of September 8, 2026.

SCHEDULE 13D

CUSIP Number(s): 20460L104

1

Name of reporting person

Rodgers Massey Revocable Living Trust dtd 4/4/11

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 57,939,477.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 57,939,477.00

11

Aggregate amount beneficially owned by each reporting person

57,939,477.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8 and 10: Consists of: (a) 36,687,593 shares of Common Stock; (b) 569,768 Warrants exercisable within 60 days of September 8, 2026; (c) 3,051,571 shares of Common Stock issuable upon conversion of the 10% Notes, which are convertible within 60 days of September 8, 2026; (d) 15,291,364 shares of Common Stock issuable upon conversion of the 12% Notes, which are convertible within 60 days of September 8, 2026; and (e) 2,339,181 shares of Common Stock issuable upon conversion of the 7% Notes, which are convertible within 60 days of September 8, 2026. Row 13: This percentage is calculated based on 1315,199,964 shares of Common Stock issued and outstanding as of September 8, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: SunPower Inc.
(c)	Address of Issuer's Principal Executive Offices: 1403 N. Research Way, Orem, UTAH , 84097.
Item 1 Comment: This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the Schedule 13D filed by the Reporting Persons on April 30, 2026, as amended by Amendment No. 1 thereto filed by the Reporting Persons on July 6, 2026 (as further amended by this Amendment No. 2, the "Schedule 13D"). This Amendment No. 2 is being filed to (a) amend and supplement the information disclosed under the corresponding Items of the Schedule 13D, as described below, and (b) report that the percentage of outstanding Common Stock of the Issuer owned by the Reporting Persons increased by more than 1% as a result of the issuance of 7,870,917 shares of Common Stock to the Living Trust in connection with the private common stock issuance completed by the Issuer as more fully described in the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2026. Except as specifically provided in this Amendment No. 2, this Amendment No. 2 does not amend or modify any information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 have the same meanings given to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	This Amendment No. 2 is being filed jointly by Thurman J. Rodgers, Rodgers Capital LLC, a Delaware limited liability company, the Rodgers Family Freedom and Free Markets Charitable Trust (the "Charitable Trust"), the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the "Living Trust"), the TJ Rodgers 2012 Irrevocable Trust dtd 12/26/12 (the "Rodgers Trust") and the Valeta Massey 2012 Irrevocable Trust dtd 12/26/12 (the "Massey Trust", and together with Mr. Rodgers, Rodgers Capital LLC, the Charitable Trust, the Living Trust and the Rodgers Trust, collectively, the "Reporting Persons"). Mr. Rodgers may be deemed to have beneficial ownership of shares of Common Stock held by the other Reporting Persons as Mr. Rodgers serves as a manager of Rodgers Capital LLC, he serves as the trustee of each of the Charitable Trust, the Living Trust and the Rodgers Trust, and his spouse serves as trustee of the Massey Trust. Mr. Rodgers disclaims beneficial ownership of shares held by Rodgers Capital LLC, the Charitable Trust, the Living Trust, the Rodgers Trust and the Massey Trust, except to the extent of his pecuniary interest therein. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person and such beneficial ownership is expressly disclaimed.
(b)	The address of each of the Reporting Persons is: 575 Eastview Way, Woodside, CA 94062.
(c)	Mr. Rodgers is the Chief Executive Officer, a member of the Board of Directors and the Executive Chairman of the Issuer.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Thurman J. Rodgers - United States Rodgers Capital LLC - Delaware Living Trust - California Charitable Trust - California Rodgers Trust - California Massey Trust - California
Item 3.	Source and Amount of Funds or Other Consideration
	Mr. Rodgers, Rodgers Capital LLC and the Living Trust received, in the aggregate, 7,082,187 shares of Common Stock and 724,416 warrants to purchase Common Stock on July 18, 2023 upon the closing of the transactions contemplated by pursuant to that certain Business Combination Agreement, dated May 26, 2023, by and among Freedom Acquisition I Corp. ("FACT"), Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of FACT, Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT, SunPower Inc. (f/k/a Complete Solaria, Inc. and Complete Solar Holding Corporation), a Delaware corporation, and The Solaria Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of the Issuer, as previously reported on a Form 4 filed with the SEC on July 20, 2023 (as amended on July 24, 2023). On December 3, 2023, the Issuer issued to Mr. Rodgers the Stock Options exercisable for an aggregate of 116,601 shares of Common Stock, and such Stock Options are fully exercisable. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on February 16, 2024, on January 31, 2024 the Issuer entered into a Simple Agreement for Future Equity with the Living Trust in connection with its $1.0 million investment in the Issuer (the "First Safe"). As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on February 16, 2024, on February 15, 2024 the Issuer entered into a Simple Agreement for Future Equity with the Charitable Trust in connection with its $3.5 million investment in the Issuer (the "Second Safe"). As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on April 22, 2024, on April 21, 2024 the Issuer entered into an amendment to the First Safe and the Second Safe pursuant to which the First Safe was converted into 4,166,666 shares of Common Stock, and the Second Safe was converted into 9,722,222 shares of Common Stock. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on May 17, 2024, on May 13, 2024 the Issuer and the Charitable Trust entered into Simple Agreement for Future Equity in connection with the Charitable Trust investing $1.0 million in the Issuer (the "May 2024 Safe"), and which was subsequently converted and exchanged into $1,000,000 principal amount of the 10% Notes issued to the Charitable Trust on April 23, 2026. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on July 8, 2024, on July 1, 2024 the Issuer issued $18.0 million aggregate principal amount of the 12% Notes to the Living Trust. The 12% Notes are convertible at the option of the holder at a conversion rate initially equal to 595.2381 shares of Common Stock per $1,000 principal amount of the 12% Notes, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on September 12, 2024, on September 8, 2024 the Issuer issued $4.0 million aggregate principal amount of the 7% Notes to each of the Charitable Trust and the Living Trust. The 7% Notes are convertible at any time until the day before the maturity date of July 1, 2029 at a conversion rate of 584.7953 shares of Common Stock per $1,000 principal amount of the 7% Notes, subject to adjustment. On May 30, 2025, each of the Massey Trust and the Rodgers Trust purchased 150,000 shares of Common Stock at a weighted average price of $1.38, as previously reported on a Form 4 filed with the SEC on June 3, 2025. On June 2, 2025, each the Massey Trust and the Rodgers Trust purchased 10,589 shares of Common Stock, each at a weighted average price of $1.49, as previously reported on a Form 4 filed with the SEC on June 4, 2025. Subsequently, on June 3, 2025, each of the Massey Trust and the Rodgers Trust purchased 303,000 shares of Common Stock, each at a weighted average price of $1.68, as previously reported on a Form 4 filed with the SEC on June 5, 2025. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on July 16, 2025, on July 10, 2025 the Issuer issued an additional 12% Note (the "July 2025 Note") in the principal amount of $5.0 million to the Living Trust. The July 2025 Note is convertible at a conversion rate initially equal to 558.6592 shares of Common Stock per $1,000 principal amount of the July 2025 Note, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on November 24, 2025, on November 20, 2025, the Issuer issued an additional 12% Note (the "November 2025 Note") in the principal amount of $2.0 million to the Charitable Trust. The November 2025 Note is convertible at a conversion rate initially equal to 626.9592 shares of Common Stock per $1,000 principal amount of the November 2025 Note, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on January 30, 2026, on January 29, 2026 the Issuer issued an additional 12% Note (the "January 2026 Note") in the principal amount of $3.3 million to the Living Trust. The January 2026 Note is convertible at the option of the holder at a conversion rate initially equal to 540.5405 shares of Common Stock per $1,000 principal amount of the January 2026 Note, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on April 14, 2026, on April 8, 2026, the Issuer entered into a Simple Agreement for Future Equity with the Living Trust in connection with its $5.0 million investment in the Issuer (the "2026 Safe"), and which was subsequently converted and exchanged into $5.0 million principal amount of the 10% Notes. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on April 22, 2026, on April 21, 2026 the Issuer entered into Note Purchase Agreements with each of the Living Trust and the Charitable Trust to issue the trusts $5.0 million principal amount of the 10% Notes and $1.0 million principal amount of the 10% Notes, respectively. The 10% Notes were issued to the Living Trust and Charitable Trust on April 23, 2026 in consideration for the cancellation and exchange of the 2026 Safe and the May 2024 Safe. The 10% Notes are convertible at the option of the holder at a conversion rate initially equal to 610.3143 shares of Common Stock per $1,000 principal amount of the 10% Notes, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on July 1, 2026, on July 1, 2026 the Issuer issued shares of Common Stock in exchange for interest payments otherwise payable pursuant to the 12% Notes, 10% Notes and 7% Notes, including such notes held by the Reporting Persons. As a result of such transactions, on July 1, 2026, the Issuer issued 633,250 shares of Common Stock to the Charitable Trust and 7,226,186 shares of Common Stock to the Living Trust, respectively. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on September 3, 2026, on September 2, 2026 the Issuer and the Living Trust entered into a Securities Purchase Agreement relating to the sale and issuance of 7,870,917 shares of Common Stock in a private placement transaction that closed on September 4, 2026.
Item 4.	Purpose of Transaction
	The information set forth in Items 3 and 5 is hereby incorporated by reference in its entirety in this Item 4. As a director and officer and affiliate of the Issuer, Mr. Rodgers may have influence over the corporate activities of the Issuer; including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Subject to the Issuer's insider trading policies and applicable securities laws and regulations, Mr. Rodgers may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, Mr. Rodgers may engage in discussions with management, the Board and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or the relevant parties to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that may result in the delisting or deregistration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons retain the right to change their investment intent and may, from time to time, acquire additional shares of Common Stock or other securities of the Issuer, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Issuer, if any, beneficially owned by the Reporting Persons, in any manner permitted by law.
Item 5.	Interest in Securities of the Issuer
(a)	Collectively, the Reporting Persons beneficially own an aggregate of 66,307,206 shares of Common Stock representing 19.5% of the shares of Common Stock of the Issuer outstanding as of September 8, 2026. The aggregate percentage of shares of Common Stock reported owned by the Reporting Persons is based upon 315,199,964 shares of Common Stock issued and outstanding as of September 8, 2026. The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. The information set forth in the cover pages and Item 2 are hereby incorporated by reference into this Item 5.
(b)	See Item 5(a) above.
(c)	The information in Item 3 is hereby incorporated by reference into this Item 5(c). Except as disclosed in this Statement, other than the simple agreement for future equity issued to the Living Trust in consideration of $2,000,000 and which was converted into the Common Stock issued to the Living Trust on September 4, 2026, the Reporting Persons did not effect any transaction with respect to Common Stock during the past 60 days.
(d)	Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.
(e)	N/A.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 3 is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Joint Filing Agreement Exhibit 2 - Form of SAFE (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on February 16, 2024 Exhibit 3 - Form of SAFE (May 2024) (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 22, 2024) Exhibit 4 - Form of Amendment to SAFE (2024) (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on May 17, 2024) Exhibit 5 - Form of Convertible Note dated July 1, 2024 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on July 8, 2024) Exhibit 6 - Form of Convertible Note Purchase Agreement dated July 1, 2024 (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the SEC on July 8, 2024) Exhibit 7 - Form of Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 26, 2024) Exhibit 8 - Convertible Promissory Note dated July 10, 2025 (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 16, 2025) Exhibit 9 - Convertible Promissory Note dated November 20, 2025 (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on November 24, 2025) Exhibit 10 - Convertible Promissory Note dated January 29, 2026 (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on January 30, 2026) Exhibit 11 - Simple Agreement for Future Equity dated April 8, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 14, 2026) Exhibit 12 - Affiliate Note Purchase Agreement dated April 21, 2026 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on April 22, 2026) Exhibit 13 - Form of Equity for Interest Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 1, 2026) Exhibit 14 - Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 3, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Thurman J. Rodgers

Signature:	/s/ Thurman J. Rodgers
Name/Title:	Thurman J. Rodgers
Date:	09/09/2026

Rodgers Capital LLC

Signature:	/s/ Thurman J. Rodgers
Name/Title:	Thurman J. Rodgers, Manager
Date:	09/09/2026

TJ Rodgers 2012 Irrevocable Trust dtd 12/26/12

Signature:	/s/ Thurman J. Rodgers
Name/Title:	Thurman J. Rodgers, Trustee
Date:	09/09/2026

Valeta Massey 2012 Irrevocable Trust dtd 12/26/12

Signature:	/s/ Valeta Massey
Name/Title:	Valeta Massey Trustee
Date:	09/09/2026

Rodgers Family Freedom and Free Markets Charitable Trust

Signature:	/s/ Thurman J. Rodgers
Name/Title:	Thurman J. Rodgers, Trustee
Date:	09/09/2026

Rodgers Massey Revocable Living Trust dtd 4/4/11

Signature:	/s/ Thurman J. Rodgers
Name/Title:	Thurman J. Rodgers, Trustee
Date:	09/09/2026