SPWR 8-K
SunPower Inc. (SPWR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(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 | ||
| The Global Market | ||||
| The 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 2.02. Results of Operations and Financial Condition.
On January 20, 2026, SunPower Inc. (the “Company”) issued a press release announcing its preliminary unaudited financial results for Q4 2025 and fiscal 2025 (the “Preliminary Results”) and certain guidance for 2026. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure
The information furnished on Exhibit 99.1 is incorporated by reference under this Item 7.01 as if fully set forth herein.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Preliminary and Unaudited Financial Results
The Preliminary Results and 2026 guidance are preliminary and subject to the Company’s Q4 2025 and fiscal 2025 closing, accounting and reporting processes, as well as our actual 2026 performance. As a result, the Preliminary Results and 2026 guidance may change, including in connection with the finalization of the Company’s closing, accounting and reporting processes, and the Preliminary Results may not represent the actual financial results for Q4 2025 and fiscal 2025 or actual performance during 2026. In addition, the Preliminary Results and the 2026 guidance are not a comprehensive statement of the Company’s financial results for Q4 2025, fiscal 2025, 2026 or any other period, should not be viewed as a substitute for full, audited financial statements prepared in accordance with generally accepted accounting principles, and are not necessarily indicative of the Company’s results for any future period. The Company undertakes no obligation to update the Preliminary Results or the 2026 guidance provided in Exhibit 99.1
Non-GAAP Financial Measures
In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (“GAAP”), the Preliminary Results include certain financial measures that are not prepared in accordance with GAAP (“non-GAAP”). Management of the Company believes the non-GAAP financial measures included in the Preliminary Results, in addition to GAAP financial measures, are useful measures of operating performance because the non-GAAP financial measures do not include the impact of items that management does not consider indicative of the Company’s operating performance (as further detailed in the press release furnished as Exhibit 99.1), which facilitates the analysis of the Company’s core operating results across reporting periods. Such non-GAAP financial measures do not replace the presentation of the Company’s GAAP financial results and should only be used as a supplement to, not as a substitute for, the Company’s financial results presented in accordance with GAAP. Descriptions of and reconciliations of the non-GAAP financial measures used in the press release furnished as Exhibit 99.1 are included in such exhibit and related footnotes. Investors should carefully consider the GAAP results presented in the press release furnished as Exhibit 99.1, as well as the Company’s preliminary non-GAAP information and the reconciliations between these presentations included in the press release furnished as Exhibit 99.1, to more fully understand the Company’s business. Non-GAAP financial measures are reported in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
1
Forward Looking Statements
This Current Report and the exhibit incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act about the Company and its industry that involve substantial risks and uncertainties. Forward- looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “preliminary,” “will,” “goal,” “prioritize,” “plan,” “target,” “expect,” “in the process”, “focus,” “forecast,” “look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,” and “pursue” or the negative of these terms or similar expressions. Forward-looking statements in this Current Report and the exhibit incorporated by reference herein include, without limitation: the Company’s Q4 2025, 2025 and 2026 revenue and operating income projections; the Company’s expectations regarding its Q4 2025 and fiscal 2025 and 2026 financial performance; the Company’s forecasted revenue per employee and expectations relating to forecasted revenue-to-employee metrics; the Company’s work to raise its P/S ratio; expectations relating to the Company’s cash balances; the anticipated timing for the filing of the Form 10-K for 2025; expectations relating to the monolith panel and related JVA; the Company’s expectations regarding the timing of and its ability to raise additional capital, including with respect to debt and equity deals currently in progress; expectations relating to the contemplated acquisition of Cobalt, including that the Company expects to enter into binding definitive agreements and its expectations regarding the benefits of such acquisition; expectations relating to the integration of Sunder Energy and Ambia Energy and the anticipated benefits of such acquisitions; the anticipated benefits of the Purelight sales force acquisition; and expectations and plans relating to further cost control efforts. Actual results could differ materially from these forward-looking statements as a result of certain risks and uncertainties, including, without limitation, the Company’s ability to implement further headcount reductions and cost controls, the Company’s ability to integrate and operate the combined business with Sunder Energy and Ambia Energy, the Company’s ability to achieve the anticipated benefits of the acquisition (including, Sunder Energy, Ambia Energy and Cobalt), the Company’s ability to raise capital and maintain expected cash balances, global market conditions, any adjustments, changes or revisions to the Company’s financial results arising from its financial closing procedures, the completion of the Company’s financial statements for 2025 and the filing of the related Form 10-K for fiscal 2025, and other risks and uncertainties applicable to the Company’s business. For additional information on these risks and uncertainties and other potential factors that could affect the Company’s business and financial results or cause actual results to differ from the results predicted, readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s annual report on Form 10-K filed with the SEC on April 30, 2025, the Company’s quarterly reports on Form 10-Q filed with the SEC and other documents that we have filed with, or will file with, the Securities and Exchange Commission. Such filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements in this press release speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press release dated January 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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.
| Dated: January 20, 2026 | SunPower Inc. | |
| By: | /s/ Thurman J. Rodgers | |
| Thurman J. Rodgers | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
SunPower Announces Record Financials in Q4’25
Cobalt and Ambia Acquisitions, $55 million Equity Line of Credit Signed
OREM, Utah (January 20, 2025) – SunPower Inc. (herein “SunPower,” the “Company,” or Nasdaq: “SPWR”), a solar technology, services, and installation company, will present its Q4’25 results via webcast today, Tuesday, January 20, at 1:00pm ET. Interested parties may access the webcast by registering here or by visiting the Events page within the IR section of the company website: https://investors.sunpower.com/news-events/events.
Fellow Shareholders:
The preliminary Q4’25 report is shown below compared to our Q3’25 SEC 10Q report. SPWR’s Q4’25 and full-year 2025 SEC 10K report are scheduled to be filed by March 30, 2026.
SunPower Q4’25 Revenue & Operating Income Statement1
| GAAP2 | NON-GAAP3 | |||||||||||||||
| ($1000s, except gross margin) | Q4 2025 | Q3 2025 | Q4 2025 | Q3 2025 | ||||||||||||
| Revenue | 88,488 | 70,005 | 88,488 | 70,005 | ||||||||||||
| Gross Profit | 48,848 | 32,040 | 50,873 | 33,636 | ||||||||||||
| Gross Margin | 55 | % | 46 | % | 57 | % | 48 | % | ||||||||
| Operating Expense (Opex) | 49,963 | 35,484 | 47,328 | 31,613 | ||||||||||||
| Opex (less commission) | 28,757 | 27,950 | 26,122 | 24,079 | ||||||||||||
| Stock Comp. and Intangibles | 4,660 | 5,467 | 0 | 0 | ||||||||||||
| Operating Income (loss) | (1,115 | ) | (3,444 | ) | 3,545 | 2,023 | 4 | |||||||||
| Cash Balance5 | 9,279 | 5,072 | 9,279 | 5,072 | ||||||||||||
| ● | Our revenue set a record of $88.5 million, up from $70.0 million in Q3’25, due to new revenue from two acquisitions: Sunder (full quarter) and Ambia (partial quarter) |
| ● | Our operating income is a post-acquisition record $3.5 million (4.0% of revenue versus our near-term target of 10%), up from $2.0 million in Q3’25 |
| ● | Our ending cash balance was $9.3 million, up from $5.1 million in Q3’25. We increased our Equity Line of Credit (ELOC) with White Lion Capital LLC, of Woodland Hills, California, to $55 million on January 11 |
| 1 | Non-GAAP Operating income is based on the preliminary unaudited non-GAAP results used to run the company and posted on the IR section of our website under “News” [us.sunpower.com]. |
| 2 | Our 2025 GAAP financial statements for Q3 are in the SEC 10Q filing posted on our website. |
| 3 | Our non-GAAP financial policy allows for only three differences from the GAAP report: a) no non-cash amortization of intangibles, b) no employee stock compensation charges and c) no one-time restructuring M&A gains or losses. |
| 4 | Reduced from prior reported $3.123 million by a $1.1 million aged-debt reserve agreed to by auditors. |
| 5 | Cash balances exclude restricted cash and issued but uncashed checks. |
1 of 9
Non-GAAP Operating Income
| ● | SunPower posted its fourth consecutive profitable quarter, making the full year 2025 profitable, after four consecutive old-SunPower loss years |
| ● | Our Q4’25 revenue and operating income were records at $88.5 million and $3.5 million, respectively |
| ● | Our 2025 revenue totaled $308.8 million, with $10.9 million in operating income, including the added $1.1 million bad-debt reserve taken in Q3’25 |
| ● | Our Q1’26 revenue is expected to be $84 million, with $4 million of uncertainty, due to the usual 10%-15% winter-quarter solar slump and the ITC solar tax credit shutdown |
| ● | Our Q1’26 operating income is expected to be $2.0 million, and we expect to remain profitable throughout 2026 |
2 of 9
Representative Salesforce Growth (1099 “Sales Reps”)
SunPower CEO, T.J. Rodgers commented, “Our revenue increased in Q4’25 to a record $88.5 million due to the Sunder and Ambia acquisitions. We expect revenue in Q1’26 to reflect the usual 10%-15% winter quarter solar slump as well as the ITC solar subsidy cut. However, our onboarding of 893 sales reps from Sunder in September ’25, 203 sales reps from Ambia in November ’25, and 350 previously unannounced sales reps from Purelight in January ’26 brought our rep salesforce to 1977 representatives at quarter end – which should provide us with a market share gain in each quarter of 2026.
Sales Rep Headcount (1099) by Acquisition
SunPower Direct Employee (W-2) Headcount
3 of 9
Although our rep salesforce grew during the year, we used acquisition synergies to keep our current direct full-time employee headcount almost flat at 847, despite acquisitions.
Full Time Direct Employee - Revenue Per Employee Per Year
The reduction in direct headcount to 847 along with revenue growth led to record employee productivity of $445,000 revenue per employee per year, our overarching efficiency metric. This compares favorably to solar industry leader Sunrun’s $217,037 ($2.40 billion in 2025 revenue with 11,058 employees). We have a clear line of sight to $500,000 revenue per employee-year.
Market Capitalization to Revenue (P/S) Ratio
Our market capitalization to revenue (P/S) ratio has lingered near only 0.5 for all of New SunPower’s five-quarter life. Solar industry-leader Sunrun’s 2025 P/S ratio is about 1.75 and our high-tech index has a P/S ratio of 2.2.
4 of 9
Rodgers commented, “So, we’re working on what needs to get done to raise our current 0.55 P/S ratio to match the leader at 1.75, a level at which SPWR would trade at about 3x its current price:
($88.488 million x 4) x (P/S = 1.75) ÷ 111.9 million shares = $5.54/share
The question is why did Sunrun recover from the ITC cut news quickly in June while SunPower did not? I believe there are three main reasons:
Cash. Institutional investors see our share price potential but want proof that we will not run out of cash. The first of our current three cash-security initiatives was announced on January 13 – to raise our Equity Line of Credit (“ELOC”) with White Lion Capital LLC of Woodland Hills, California, to $55 million. We chose an ELOC as the vehicle because it did not force us to raise expensive money immediately, while it provides a backstop to keep cash above the $10 million level promised in our Q3’25 report. We still have three other funding deals in progress.
Late SEC report. Our financial system is currently a mix of acquired systems and therefore highly manual, which slows down our review cycles with our auditor, BDO. We are improving in two ways: we have appointed Cal Hoagland, a well-known Silicon Valley financial consultant, to unify and upgrade our financial systems, and we have launched a formal CFO search, given that my network has not yet produced a Salt Lake City candidate.
Disinformation from financial services. Our share price also suffers from the negative disinformation from retail market data companies that use bots to post erroneous bankruptcy data from the “old” SunPower, a defunct company, often without any disclaimers.” We have retained a law firm specializing in this area.
5 of 9
“Monolith” Panel
Rodgers continued, “We were proud to announce that we recently signed a JDA with solar panel market leader REC to develop, and commercialize a high-wattage, frameless bifacial solar panels for the residential and light commercial solar markets. Our internal name for the first offering is “Monolith,” a solid-black panel that produces a record 470 watts of power from the one-man, 50-pound weight limit enforced by OSHA (officially, the REC Alpha Pure-RX 470W). We are working to upgrade this panel to become ‘bifacial’, collecting light from both sides, which will increase its output to over 500 watts.”
Cobalt
SunPower announced on January 16, that it had signed a Letter of Intent to acquire Cobalt Power Systems Inc. – Silicon Valley’s premier solar company (here). Cobalt will soon install the first Monolith panels made by our partner REC on a 111-kilowatt project at the historic Fortinet building in Sunnyvale, California, in the heart of Silicon Valley.
Rodgers concluded, “As I projected in my June 9 “Free at Last” press release on the ITC shutdown, we are now taking advantage of that opportunity to consolidate privately held solar companies into our public company: 1) to rapidly grow our rep salesforce, and 2) to upgrade but not grow our 847 person workforce – everyone an option holder.”
6 of 9
About SunPower
SunPower Inc. (Nasdaq: SPWR) is a leading residential solar services provider in North America. The Company’s digital platform and installation services support energy needs for customers wishing to make the transition to a more energy-efficient lifestyle. For more information visit www.sunpower.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “preliminary,” “will,” “goal,” “prioritize,” “plan,” “target,” “expect,” “in the process,” “focus,” “forecast,” “look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,” and “pursue” or the negative of these terms or similar expressions. Forward-looking statements in this press release include, without limitation, our Q4’25, 2025 and 2026 revenue and operating profit projections, our expectations regarding our Q4’25 and fiscal 2025 and 2026 financial performance; our forecasted revenue per employee; the anticipated timing for the filing of the 2025 Form 10-K; expectations relating to the monolith panel and related JDA; expectations related to our contemplated acquisition of Cobalt, including that we expect to enter into binding definitive agreements and our expectations regarding the benefits of such acquisition; our expectations regarding the timing of and our ability to raise additional capital, including with respect to debt and equity deals currently in progress; expectations relating to the integration of Sunder Energy and Ambia Solar, and anticipated benefits of these acquisitions, the anticipated benefits of the Purelight salesforce acquisition; expectations and plans relating to further cost control efforts; expectations relating to forecasted revenue-to-employee metrics; our work to raise our P/S ratio; expectations relating to our cash balances. Actual results could differ materially from these forward-looking statements as a result of certain risks and uncertainties, including, without limitation, our ability to implement further headcount reductions and cost controls, our ability to integrate and operate the combined business with Sunder and Ambia, our ability to achieve the anticipated benefits of acquisitions (including Sunder, Ambia and Cobalt), our ability to raise capital and maintain expected cash balances, global market conditions, any adjustments, changes or revisions to our financial results arising from our financial closing procedures, the completion of our financial statements for 2025 and the filing of the related Form 10-K, and other risks and uncertainties applicable to our business. For additional information on these risks and uncertainties and other potential factors that could affect our business and financial results or cause actual results to differ from the results predicted, readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our annual report on Form 10-K filed with the SEC on April 30, 2025, our quarterly reports on Form 10-Q filed with the SEC and other documents that we have filed with, or will file with, the SEC. Such filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements in this press release speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SunPower assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Preliminary and Unaudited Financial Results
The selected unaudited financial results for the Q4’25 and fiscal 2025 are preliminary and subject to our quarter and year-end accounting procedures. As a result, the financial results presented in this press release may change in connection with the finalization of our closing and reporting processes and financial statements for Q4’25 and fiscal 2025 and may not represent the actual financial results for such period. In addition, the information in this press release is not a comprehensive statement of our financial results for Q4’25 and fiscal 2025, should not be viewed as a substitute for financial statements prepared in accordance with generally accepted accounting principles, and are not necessarily indicative of our results for any future period.
7 of 9
Non-GAAP Financial Measures
In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (“GAAP”), SunPower provides additional financial metrics in this press release that are not prepared in accordance with GAAP (“non-GAAP”). Management believes the non-GAAP financial measures in this press release, in addition to GAAP financial measures, are useful measures of operating performance because the non-GAAP financial measures do not include the impact of items that management does not consider indicative of SunPower’s operating performance, such as amortization of goodwill and expensing employee stock options in addition to accounting for their dilutive effect, which facilitates the analysis of SunPower’s core operating results across reporting periods. The non-GAAP financial measures do not replace the presentation of SunPower’s GAAP financial results and should only be used as a supplement to, not as a substitute for, SunPower’s financial results presented in accordance with GAAP. Descriptions of and reconciliations of the non-GAAP financial measures used in this press release are included in the financial table above and related footnotes. We encourage investors to carefully consider our preliminary results under GAAP, as well as our preliminary non-GAAP information and the reconciliations between these presentations, to more fully understand our business. Non-GAAP financial measures are reported in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
| Company Contacts: | |
| Jeanne Nguyen | Sioban Hickie |
| Interim CFO | VP Investor Relations |
| [email protected] | [email protected] |
| (801) 477-5847 |
8 of 9
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (PRELIMINARY)
(In Thousands)
| SUNPOWER INC. - AS REPORTED Unaudited | SPWR - Unaudited | |||||||||||||||||||||||||||||||||||
| Note | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | ||||||||||||||||||||||||||||
| GAAP operating Income (loss) from continuing operations | (7,544 | ) | (9,494 | ) | (29,970 | ) | (21,501 | ) | 1,042 | (2,718 | ) | (3,444 | ) | (1,115 | ) | |||||||||||||||||||||
| Depreciation and amortization | A | 357 | 329 | 305 | 1,745 | 1,582 | 1,419 | 1,293 | 1,942 | |||||||||||||||||||||||||||
| Stock based compensation | B | 1,341 | 1,229 | 1,516 | (1,019 | ) | 314 | 3,717 | 4,174 | 2,718 | ||||||||||||||||||||||||||
| Restructuring charges | C | 406 | 2,603 | 21,072 | 14,835 | - | - | - | - | |||||||||||||||||||||||||||
| Total of Non-GAAP adjustments | 2,104 | 4,161 | 22,893 | 15,561 | 1,896 | 5,136 | 5,467 | 4,660 | ||||||||||||||||||||||||||||
| Non-GAAP net Income (loss) | (5,440 | ) | (5,333 | ) | (7,077 | ) | (5,940 | ) | 2,938 | 2,418 | 2,023 | 3,545 | ||||||||||||||||||||||||
Notes:
| (A) | Depreciation and amortization: Depreciation and amortization related to capital expenditures. |
| (B) | Stock-based compensation: Stock-based compensation relates to our equity incentive awards and for services paid in warrants. Stock-based compensation is a non-cash expense. |
| (C) | Acquisition Costs: Costs primarily related to acquisition, headcount reductions (i.e. severence), legal, professional services (i.e. historical carveout audits) and due diligence. |
Source: SunPower Inc.
9 of 9