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Current Report · Items 1.01, 3.02, 7.01, 9.01 · 8-K

SunPower Inc.

SPWRNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure

Item 1.01 Entry into a Material Definitive Agreement. On June 29, 2026 and June 30, 2026, SunPower Inc. (the “Company”) entered into separately- and privately- negotiated agreements (the “Exchange Agreements”) with certain holders of its 12.0% Convertible Senior Notes due 2029 (the “12.0% Notes”), 10.0% Convertible Senior Secured Notes due 2029 (the “10.0% Notes”) and 7.0% Convertible Senior Notes…

Filed Jul 1, 2026Accepted Jul 1, 2026, 8:00 AM EDTCIK 1838987Accession 0001213900-26-073995
Share

Company context

SunPower Inc. (the “Company”) is the rebranded name of Complete Solaria, Inc. The rebranding was effective April 22, 2025 and became legally effective on October 17, 2025. We are headquartered in Orem, Utah.

Current securities

Historical securities (6)

Recent company filings

  1. Other EventsOct 30, 2026
  2. ARS filingOct 5, 2026
  3. DEF 14A filingSep 28, 2026
  4. 3/A filingSep 22, 2026
  5. 4 filingSep 18, 2026

Registered securities in this filing

SunPower Inc. · 8-K · Filed 2026-07-01

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.0001 per share

Symbol
SPWR
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: From2026-06-292026-06-29_custom_CommonStockParValue0.0001PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

Symbol
SPWRW
Exchange
NASDAQ
Classification
WARRANT
Status
Current
Filing context

Context: From2026-06-292026-06-29_custom_WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000121390026073995 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 3.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On June 29, 2026 and June 30, 2026, SunPower Inc. (the “Company”) entered into separately- and privately- negotiated agreements (the “Exchange Agreements”) with certain holders of its 12.0% Convertible Senior Notes due 2029 (the “12.0% Notes”), 10.0% Convertible Senior Secured Notes due 2029 (the “10.0% Notes”) and 7.0% Convertible Senior Notes due 2029 (the “7.0% Notes” and together with the 12.0% Notes and the 10.0% Notes, collectively, the “Notes”). Pursuant to the Exchange Agreements, the applicable holders of Notes agreed to exchange (the “Exchange”) approximately $10.7 million of cash interest otherwise payable on July 1, 2026, October 1, 2026 and January 1, 2027 (the “Exchanged Interest Amounts”) for 19,300,991 shares (the “Exchange Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The transactions under the Exchange Agreements closed on, and the Exchange Shares were issued on, July 1, 2026. As a result of the Exchange, the Exchanged Interest Amounts will not be payable in cash by the Company on the applicable payment dates under the Notes. The Exchange Agreements include registration rights, representations and warranties and other covenants that are customary for such exchange transactions. The foregoing summary of the Exchange Agreements is qualified in its entirety by reference to the copy of the form of Exchange Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, and such Exhibit 10.1 is incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company issued the Exchange Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same. Item 7.01. Regulation FD Disclosure. On July 1, 2026, the Company issued a press release announcing the Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, 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 and the accompanying Exhibit 99.1 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. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description Number ───────────────────────────────────────────────────────────────────────────────────────────── 10.1 Form of Equity for Interest Exchange Agreement+* 99.1 Press Release, dated July 1, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. Portions of this exhibit are redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On July 1, 2026, the Company issued a press release announcing the Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, 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 and the accompanying Exhibit 99.1 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.
Filed exhibits (1)
EX-99.1 (by filename) ea029660301ex99-1.htm

EX-99.1 3 ea029660301ex99-1.htm PRESS RELEASE, DATED JULY 1, 2026 Exhibit 99.1 SunPower Closes $10 Million Share Exchange OREM, Utah (July 1, 2026) - SunPower Inc. (“SunPower,” the “Company,” or Nasdaq: “SPWR”), a solar technology, services, and installation company today announced it successfully closed on its offer for stock in exchange for $10 million cash due to certain holders for interest on July 1, 2026 and January 1, 2027 for its Convertible Notes. SunPower CEO, T.J. Rodgers said, “I want to thank our investors once again for their continued support of SunPower, as the equity exchange was accepted by all but one investor, who is currently out of the country. With our stock price being notably lower than its historical average, our current investors understand that they have accumulated shares at a very attractive price and therefore gained ownership in the company. Rodgers added, “As previously discussed, the Q2’26 quarter appears to have been not only our bottom quarter, but also that of the whole U.S. residential solar industry. The company has taken multiple steps to reduce costs and increase financial flexibility, and we enter the third quarter with record backl…

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