Complete Solaria (NASDAQ: SPWRW) shares 7.00% notes and Sunder deal deck

Rhea-AI Filing Summary

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.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2025

Complete Solaria, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40117		93-2279786
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

45700 Northport Loop East, Fremont, CA		94538
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 270-2507

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SPWR		The Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share		SPWRW		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 7.01. Regulation FD Disclosure.

At approximately 2:00 p.m., New York Time, on September 22, 2025, Complete Solaria, Inc. (the “Company”) posted to its website, sunpower.com, information provided to certain investors who have agreed to purchase the Company’s 7.00% Convertible Senior Notes due 2029 (the “Notes”) in connection with the Company’s agreement to acquire Sunder Energy LLC (the “Presentation”). A copy of the Presentation can be viewed at the Company’s website by first selecting “About SunPower,” then selecting “Investors,” then selecting “News & Events,” then selecting “Presentations.”

All statements in the Presentation, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. See the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2025, the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 19, 2025 and August 13, 2025, and the Company’s other filings with the SEC for a discussion of other risks and uncertainties. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The information contained in this Item 7.01, the Presentation and the contents of the sunpower.com website shall not be incorporated by reference into any filing of the Company with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01, the Presentation and the contents of the sunpower.com website shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Complete Solaria, Inc.
Dated: September 22, 2025	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

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FAQ

What did Complete Solaria (SPWRW) disclose in this 8-K filing?

Complete Solaria disclosed that it posted an investor presentation on its website on September 22, 2025. The presentation was provided to investors that agreed to purchase the company’s 7.00% Convertible Senior Notes due 2029 in connection with its agreement to acquire Sunder Energy LLC.

How are the 7.00% Convertible Senior Notes due 2029 related to Complete Solaria’s acquisition of Sunder Energy LLC?

The investor presentation posted by Complete Solaria was shared with investors who agreed to purchase the company’s 7.00% Convertible Senior Notes due 2029. These notes are being sold in connection with the company’s agreement to acquire Sunder Energy LLC, indicating the notes are part of the transaction’s financing context.

Where can investors access the Complete Solaria (SPWRW) notes financing presentation?

Investors can view the presentation on Complete Solaria’s website, sunpower.com, by selecting “About SunPower,” then “Investors,” then “News & Events,” and then “Presentations.” The company notes that this is the same material shared with investors in the 7.00% Convertible Senior Notes due 2029.

Are the statements in Complete Solaria’s 7.00% Convertible Senior Notes presentation considered forward-looking?

Yes. Complete Solaria states that all statements in the presentation, other than historical financial information, may be considered forward-looking statements under the Securities Act and Exchange Act. The company cautions that actual results may differ materially and refers to its Form 10-K and Form 10-Q filings for a detailed discussion of risks.

Is the information in this Complete Solaria (SPWRW) 8-K and presentation treated as filed with the SEC?

No. Complete Solaria specifies that the information in Item 7.01, the presentation, and the contents of its website is being furnished, not filed, and is not subject to liability under Section 18 of the Exchange Act or Sections 11 and 12(a)(2) of the Securities Act. It will not be incorporated into other SEC filings unless specifically referenced.

What risk disclosures does Complete Solaria reference in connection with its notes and Sunder Energy LLC acquisition presentation?

Complete Solaria directs readers to its Annual Report on Form 10-K filed April 30, 2025, its Quarterly Reports on Form 10-Q filed May 19, 2025 and August 13, 2025, and other SEC filings. These documents discuss the risks and uncertainties that could cause actual results to differ from the forward-looking statements in the presentation.