SUNPOWER SEC Filings

Carlyle-affiliated investment entities report beneficial ownership of 6,385,539 shares of SunPower Inc. common stock, representing 5.4% of the outstanding class. The position is reported on a Schedule 13G/A (Amendment No. 4), which is used for passive ownership filings rather than activist stakes.

The stake includes 433,158 shares held of record by CRSEF Solis Holdings, L.L.C. and 5,952,381 shares issuable upon conversion of a convertible note held by the same entity. Based on these holdings, total SunPower common stock is cited as 118,728,409 shares as of this filing. A complex chain of Carlyle-controlled entities may be deemed to share beneficial ownership of these securities, although each expressly disclaims such beneficial ownership. The reporting parties certify the securities were not acquired and are not held for the purpose of changing or influencing control of SunPower.

SunPower Inc. has filed a resale registration covering up to 65,385,828 shares of common stock to be sold from time to time by existing holders. The shares include stock previously issued in the Ambia and Sunder acquisitions, shares underlying 7% convertible senior notes due 2029, and shares held by certain former affiliates.

SunPower will not sell any securities in this offering and will not receive proceeds from share resales, though it will bear registration expenses. As of January 29, 2026, 112,776,028 shares were outstanding, with a pro forma figure of 178,161,856 shares assuming full note conversion and resale registration.

The company has grown through multiple acquisitions, including SunPower Businesses, Sunder, Ambia and Cobalt, and has issued 7% convertible notes maturing in 2029. It operates as an emerging growth and smaller reporting company and highlights substantial risks, including recurring losses, going concern doubts, a need for additional capital, material weaknesses in internal controls, heavy reliance on government incentives and net metering, exposure to tariffs and trade actions, and sensitivity to macroeconomic conditions and interest rates.

SunPower Inc. has acquired all outstanding stock of Cobalt Power Systems, Inc. under a share purchase agreement signed January 30, 2026 and closed February 2, 2026. The sellers received 1.8 million SunPower common shares at closing.

The deal also includes agreements to issue $3.33 million of additional shares on each of the 12‑ and 18‑month anniversaries of closing, with the share count based on the five‑day volume‑weighted average price before each issuance and subject to working capital and indemnity adjustments. SunPower will grant up to $2 million of restricted stock units to continuing Cobalt employees and 850,000 inducement RSUs to key employees.

SunPower agreed to register the closing and post‑closing consideration shares for resale under the Securities Act, with the initial registration statement due within 20 days after filing its 2025 Form 10‑K. The consideration shares are being issued in an unregistered private transaction relying on Section 4(a)(2) of the Securities Act.

SunPower Inc. is registering the resale of up to 22,381,878 shares of common stock held by YA II PN, LTD (Yorkville), not issuing new shares directly to the public. These shares consist of 175,000 commitment shares and up to 22,206,878 shares issuable upon conversion of Yorkville’s convertible promissory notes under a standby equity purchase agreement.

SunPower has already received $1,710,000 from a $1,900,000 note and may receive up to an additional $16,290,000 from further notes. As of January 29, 2026, 112,776,028 shares were outstanding, and full issuance would raise that to 135,157,906 shares, increasing dilution for existing holders. The purchase agreement also permits future equity advances up to $25.0 million, subject to an exchange cap of 22,381,878 shares and a 4.99% beneficial ownership limit for Yorkville.

SunPower Inc. entered into new financing arrangements that combine convertible debt and an equity purchase facility to raise capital and improve liquidity. The company signed a Standby Equity Purchase Agreement with YA II PN, LTD. under which it received a first pre-paid advance of $1.9 million and can receive up to $20 million in pre-paid advances via 0% convertible promissory notes, rising to an 18% rate only if there is an event of default.

The notes mature on January 27, 2027 and are convertible into common stock at a price tied to recent trading prices, subject to a floor. Subject to conditions, SunPower may also require the investor to buy up to $25 million of common stock under the equity facility through January 27, 2029, with Nasdaq “Exchange Cap” and 4.99% ownership limits on issuances.

SunPower will issue 175,000 commitment shares and paid a $50,000 fee. Separately, a trust controlled by CEO Thurman J. Rodgers purchased a $3.3 million 12% unsecured convertible note maturing on July 1, 2029, initially convertible at 540.5405 shares per $1,000 of principal, allowing a maximum of 1,783,783 shares if fully converted.

SunPower Inc. furnished an update outlining preliminary, unaudited financial results for Q4 2025 and fiscal 2025, along with guidance for 2026, via a press release attached as Exhibit 99.1. These figures are subject to completion of the company’s closing, accounting and reporting processes and may change before the final Form 10-K is filed.

The company highlights both GAAP and non-GAAP metrics in its preliminary results, emphasizing non-GAAP measures as a way to focus on core operating performance, with reconciliations provided in the press release. The forward-looking discussion covers expected revenue and operating income for Q4 2025, 2025 and 2026, revenue-per-employee goals, plans to raise its price-to-sales ratio, expectations for cash balances, the anticipated timing of the 2025 Form 10-K, and efforts to raise additional capital through debt and equity transactions. It also references integration and expected benefits of acquisitions such as Sunder Energy, Ambia Energy, the contemplated acquisition of Cobalt, and the Purelight sales force, as well as further cost control initiatives, all framed with substantial risk and uncertainty disclosures.

Complete Solaria, Inc. furnished an investor presentation after posting it to its website on September 22, 2025. The presentation contains information provided to investors that have agreed to purchase the company’s 7.00% Convertible Senior Notes due 2029, which are being issued in connection with Complete Solaria’s agreement to acquire Sunder Energy LLC.

The company emphasizes that the presentation includes forward-looking statements and refers investors to its recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a detailed discussion of risks and uncertainties. The information in the presentation and this current report is being furnished under Regulation FD, is not deemed “filed” for liability purposes under the securities laws, and will not be incorporated into other SEC filings unless specifically referenced.

Complete Solaria, Inc. entered September 2025 Note Purchase Agreements to privately issue 7.00% Convertible Senior Notes due 2029 with an aggregate principal amount of $22,000,000 and commitments to purchase an additional $225,000. The 7.00% Notes are expected to be issued on or about September 23, 2025 under the Indenture dated September 16, 2024.

The filing describes events of default including missed interest or principal payments, failures to convert, failure to give required notices, certain bankruptcy or insolvency events, and judgments or indebtedness thresholds (notably judgments of $10,000,000 or indebtedness in excess of $10,000,000) that could accelerate obligations. Exhibits include a Membership Interest Purchase Agreement dated September 21, 2025, related seller note and form agreements, and a press release dated September 22, 2025.

Complete Solaria, Inc. is registering 21,555,584 shares of common stock for issuance under its 2023 Equity Incentive Plan and 545,438 shares under its 2023 Employee Stock Purchase Plan. These shares are additional to those previously registered on an earlier Form S-8.

The filing also restates that directors and officers are indemnified to the fullest extent permitted under Delaware law through the company’s charter, bylaws, separate indemnification agreements, and directors’ and officers’ liability insurance, helping the company attract and retain board members and senior executives.