SunPower Inc. SEC Filings

SunPower Inc.’s chief executive officer, Thurman J. Rodgers, and affiliated entities report beneficial ownership of 50,576,853 shares of common stock, equal to 33.2% of SunPower’s outstanding shares as of April 13, 2026. This Schedule 13D reflects his role as CEO and major investor and replaces an earlier Schedule 13G.

Rodgers’ position combines directly held shares, stock options and warrants with large holdings in several trusts and Rodgers Capital LLC, plus substantial stakes through 10%, 12% and 7% convertible senior notes and prior Simple Agreements for Future Equity. As an officer, director and significant holder, he may influence SunPower’s strategic decisions, capital structure and potential corporate transactions, while reserving the right to buy or sell additional securities.

SunPower Inc. closed a private Offering of $41,000,000 in 10.00% Convertible Senior Secured Notes due 2029. The Notes were sold to qualified institutional buyers and an institutional accredited investor, and also issued to affiliates of the CEO and to Chicken Parm Pizza LLC in exchange for existing funding obligations.

The Notes are secured by a first-priority security interest in substantially all assets under a Pledge and Security Agreement and related patent and trademark security agreements. A maximum of 36,283,184 shares of common stock may be issued upon conversion. SunPower also repurchased $21,250,000 of 7.0% Convertible Senior Notes due 2029 in exchange for 18,805,310 shares of common stock plus about $456,438 of accrued interest, and paid $4,000,000 in cash to Chicken Parm Pizza LLC under an amended and restated Seller Note.

SunPower Inc.’s chief executive officer, Thurman J. Rodgers, indirectly acquired 10% Convertible Senior Secured Notes due 2029 with $6,000,000 principal amount through family trusts. Two Simple Agreements for Future Equity totaling $5,000,000 and $1,000,000 were exchanged into these notes.

The notes are held by the Rodgers Massey Revocable Living Trust ($5,000,000) and the Rodgers Family Freedom & Free Markets Charitable Trust ($1,000,000), where the reporting person and spouse serve as trustees. The notes are initially convertible at 610.3143 shares of common stock per $1,000 principal amount, representing 3,661,885 underlying shares, and mature on May 1, 2029 unless earlier converted or repurchased.

SunPower Inc. entered agreements for a private Offering of $41 million of 10.00% Convertible Senior Secured Notes due 2029. The notes are senior, secured obligations, guaranteed by a subsidiary and secured by first-priority liens on substantially all company and guarantor assets.

The notes convert at an initial rate of 610.3143 shares per $1,000 (about $1.64 per share), a 45% premium to the April 21, 2026 closing price, with a maximum conversion rate of 884.9557 shares. Net proceeds after specified repayments and fees are expected to be about $9.75 million for working capital and general purposes, including paying off the remaining YA debenture balance.

SunPower also amended its Sunder acquisition debt, issuing a $7 million amended and restated Seller Note, and agreed with YA to prepay $5 million of an existing debenture and amortize the remaining $5 million in four installments. Separately, it struck exchange agreements to repurchase $21.25 million of 7.0% convertible notes in exchange for 18,805,310 common shares plus accrued interest, collectively targeting about $40 million of debt reduction.

SunPower Inc. files its annual report describing a residential and small‑business solar platform built through multiple acquisitions and a national partner network. The company reports a net loss from continuing operations of $40.6 million for the year ended December 28, 2025 and an accumulated deficit of $456.7 million.

Liquidity is tight: cash and cash equivalents were $9.6 million against accrued expenses and other current liabilities of $56.6 million, current debt of $24.3 million, and notes payable and derivative liabilities, net of current portion, of $155.3 million, including a $9.5 million Siemens litigation liability. Management states these conditions raise substantial doubt about the company’s ability to continue as a going concern.

The report discloses material weaknesses across the control environment, control activities, information and communication, and monitoring, which caused material errors in interim 2025 results and will require restatements of three 2025 quarters. As of April 13, 2026, SunPower had 126,652,769 common shares outstanding and may be required to repurchase up to 5,618,488 shares under Forward Purchase Agreements, further pressuring cash. The company operates 785 full‑time employees and highlights regulatory, policy and financing risks that could affect future solar demand and access to capital.

SunPower Inc. entered into a $5,000,000 simple agreement for future equity (SAFE) with the Rodgers Massey Revocable Living Trust, an affiliate of CEO and Chairman T.J. Rodgers. The SAFE will convert into SunPower equity at the price used in the company’s next equity financing, with no discount.

SunPower also filed its audited 2025 Form 10-K and highlighted that GAAP revenue was $300,000,000, down from $308,757,000 previously reported due to removal of double bookings, and GAAP operating loss was ($26,931,000) after a one-time balance sheet cleanup. After standard adjustments, 2025 non-GAAP operating income was $7,327,000. The company plans to restate its Q1–Q3 2025 quarterly reports to align with the 10-K and stated a 2026 plan targeting over $400,000,000 in revenue.

SunPower Inc. is warning that investors should no longer rely on its previously issued interim financial statements for the thirteen weeks ended March 30, 2025, the thirteen and twenty-six weeks ended June 29, 2025, and the thirteen and thirty-nine weeks ended September 28, 2025. The company and its Audit Committee determined these 2025 quarterly results contain material errors in revenue recognition, related expenses, and interest expense and will be restated through amended Quarterly Reports on Form 10‑Q. SunPower attributes the errors to previously reported material weaknesses in internal control over financial reporting and notes that any prior earnings releases and similar communications covering these periods should also not be relied upon.

SunPower Inc. Chief Executive Officer Thurman J. Rodgers, through the Rodgers Massey Revocable Trust where he and his spouse are trustees, reported two indirect purchases of convertible securities. On April 8, 2026, the trust purchased a Simple Agreement for Future Equity (SAFE) for $5,000,000, which will automatically convert into $5,000,000 of the securities issued in the company’s next financing round, based on that round’s price.

Earlier, on January 29, 2026, the trust purchased a 12% Convertible Senior Note due 2029 for $3,300,000. The note is convertible into common stock at a rate of 540.5405 shares per $1,000 of principal, for up to 1,783,783 shares, and matures on July 1, 2029 unless converted or repurchased earlier.

SunPower Inc. held a Special Meeting of stockholders on March 25, 2026, where investors approved several proposals that authorize significant future issuances of common stock. These approvals relate to acquisition consideration, convertible notes, equity purchase agreements and employee equity incentives.

Stockholders approved issuing shares above 3,333,334 shares as additional consideration under a membership interest purchase agreement, and approved shares issuable upon conversion of an additional $22,225,000 of 7.00% Convertible Senior Notes due 2029. They also approved post-closing consideration above 16,620,910 shares under another acquisition agreement, increased the Amended White Lion Purchase Agreement commitment from $30.0 million to $55.0 million, and authorized shares under the Yorkville Standby Equity Purchase Agreement that may reach or exceed 20% of common stock outstanding as of January 27, 2026. Separately, stockholders approved a Second Amendment to the 2023 Equity Incentive Plan, raising total shares reserved for issuance to 44,573,109, including an additional 8,000,000 shares.