8-K
SunPower Inc. (SPWR)
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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 SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2026
SunPower Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-40117 | 93-2279786 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Second Amendment to 2023 EquityIncentive Plan
On March 25, 2026, SunPower Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the Second Amendment (the “Second Amendment”) to the Company’s 2023 Equity Incentive Plan, as amended (as amended, the “2023 Plan”). The Second Amendment increases the total number of shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”), reserved for issuance under the 2023 Plan to 44,573,109 shares of Common Stock.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, filed as Exhibit 10.1 hereto.
Item 5.07 Submission of Matters to a Vote ofSecurity Holders.
The Company held the Special Meeting on March 25, 2026. Set forth below are the final results of the voting with respect to each matter acted upon at the Special Meeting. The related proposals are described in further detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 20, 2026 (the “Proxy Statement”).
Proposal 1 - To approve, for purposes of complyingwith Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock as additional consideration pursuant to the Membership InterestPurchase Agreement, dated as of September 21, 2025, by and among SunPower Inc., Complete Solar, Inc., Chicken Parm Pizza LLC andSunder Energy LLC in excess of 3,333,334 shares of Common Stock
The Company’s stockholders approved Proposal 1.
| VOTES FOR | VOTES AGAINST | WITHHOLD/ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 74,998,001 | 264,302 | 45,127 | — |
Proposal 2 – To approve, for purposesof complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock that may be issuable upon the conversion of an additional$22,225,000 aggregate principal amount of the Company’s 7.00% Convertible Senior Notes due 2029 (the “7.00% Notes” andsuch additional $22,225,000 aggregate principal amount of 7.00% Notes, the “Additional 7.0% Notes”), which Additional 7.0%Notes may become issuable by the Company following the exercise of an additional purchase option for the Additional 7.0% Notes pursuantto the various Note Purchase Agreements, dated as of September 21, 2025, between the Company and the purchasers party thereto
The Company’s stockholders approved Proposal 2.
| VOTES FOR | VOTES AGAINST | WITHHOLD/ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 74,979,796 | 277,299 | 50,335 | — |
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Proposal 3 – To approve, for purposesof complying with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock as post-closing consideration pursuant to theMembership Interest Purchase Agreement, dated as of November 21, 2025, by and among SunPower Inc., Ambia Holdings, Inc. and AmbiaEnergy, LLC in excess of 16,620,910 shares of Common Stock
The Company’s stockholders approved Proposal 3.
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 72,197,199 | 3,050,751 | 59,480 | — |
Proposal 4 – To approve, for purposesof complying with Nasdaq Listing Rule 5635(d), the increase of the aggregate commitment amount under the Amended White Lion PurchaseAgreement (as defined in the Proxy Statement) from $30.0 million to $55.0 million shares of Common Stock
The Company’s stockholders approved Proposal 4,
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 74,368,503 | 879,458 | 59,469 | — |
Proposal 5 – To approve, for purposesof complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock (a) pursuant to the Standby Equity Purchase Agreement,dated January 27, 2026 between YA II PN, Ltd. (“Yorkville”), and SunPower Inc. (the “Yorkville Purchase Agreement”)and (b) upon the conversion of convertible promissory notes issued to Yorkville in connection with the Yorkville Purchase Agreement,in an amount that may be equal to or exceed 20% of the Common Stock outstanding as of January 27, 2026
The Company’s stockholders approved Proposal 5.
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 74,010,772 | 1,250,720 | 45,938 | — |
Proposal 6 – To approve an amendmentto the Company’s 2023 Equity Incentive Plan, as amended, to reserve an additional 8,000,000 shares of Common Stock for issuanceunder the 2023 Equity Incentive Plan, as amended
The Company’s stockholders approved Proposal 6.
| VOTES FOR | VOTES AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 66,817,445 | 8,440,188 | 49,797 | — |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1 | Second Amendment to 2023 Equity Incentive Plan, as amended |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| SunPower Inc. | ||
|---|---|---|
| Dated: March 30, 2026 | By: | /s/ Wendell Laidley |
| Wendell Laidley | ||
| Chief Financial Officer |
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Exhibit 10.1
SecondAmendment
to SunPowerInc.
2023Equity Incentive Plan, As Previously Amended
This Second Amendment (the “Amendment”) to the SunPower Inc. 2023 Equity Incentive Plan, as previously amended (the “Plan”), is made by SunPower Inc., a Delaware corporation (the “Company”), effective as of the date of its approval by the stockholders of the Company at the Company’s 2026 Special Meeting of Stockholders.
This Amendment was approved by the Company’s Board of Directors on February 10, 2026.
1. Amendments.
a. Section 2(a) of the Plan is hereby amended and restated in its entirety to read as follows:
“(a) Shares Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 44,573,109 shares of Common Stock (which number of shares of Common stock includes additional shares of Common Stock available for issuance as a result of automatic increases thereto through and including January 1, 2026, as contemplated by the next sentence). In addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common Stock will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to 4% of the total number of shares of Common Stock outstanding on December 31 of the preceding year; provided, however, that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock.”
b. Section 2(b) of the Plan is hereby amended and restated in its entirety to read as follows:
“(b) Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 44,573,109 shares.”
- Continued Effect. Except as set forth herein, the Plan shall remain unchanged and in full force and effect, and the forms of stock option award agreements, restricted stock units award agreements and any outstanding award agreements under the Plan shall effectively adopt the amendments herein, as applicable.