SunPower Inc 10-Q/A for FY2025 Q3

SunPower Inc. (SPWR)

10-Q/A 2026-05-19 For: 2025-09-28

Added on May 19, 2026

About this 10-Q/A

SunPower Inc filed this 10-Q/A on May 19, 2026, covering the quarter ended September 28, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $64.49M; up 1064.9% from $5.54M a year earlier
Net loss: $13.69M; compared with a net loss of $77.96M a year earlier
Diluted EPS: -$0.15; compared with -$1.03 a year earlier

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Delaware		93-2279786
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share	SPWR	Nasdaq

Redeemable warrants, each whole warrant exercisable for one share of common stock	SPWRW	Nasdaq

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		PAGES
	Special Note Regarding Forward-Looking Statements	ii

PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets (As Restated)	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (As Restated)	2
	Unaudited Condensed Consolidated Statements Stockholders’ Deficit (As Restated)	3
	Unaudited Condensed Consolidated Statements of Cash Flows (As Restated)	5
	Notes to Unaudited Condensed Consolidated Financial Statements (As Restated)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (As Restated)	47
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	64
Item 4.	Controls and Procedures	64

PART II. OTHER INFORMATION		67
Item 1.	Legal Proceedings	67
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	68
Signatures		69

	September 28,			December 29,
	2025			2024
	(As Restated)
ASSETS
Current assets:
Cash and cash equivalents	$	5,072		$	13,378
Accounts receivable, net		73,047			51,908
Inventories		8,570			22,110
Prepaid expenses and other current assets		19,740			8,206
Total current assets		106,429			95,602
Restricted cash		3,841			3,841
Property and equipment, net		3,670			5,493
Operating lease right-of-use assets		2,528			3,041
Intangible assets, net		38,956			17,385
Goodwill		42,275			18,476
Other noncurrent assets		1,085			628
Total assets	$	198,784		$	144,466

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	19,857		$	7,980
Accrued expenses and other current liabilities⁽¹⁾		57,250			56,081
Notes payable to related parties		21,500			1,500
Current portion of notes payable		2,786			—
Contract liabilities		13,261			10,003
SAFE Agreement with related party		497			384
Forward purchase agreement liabilities with related parties		—			1,274
Forward purchase agreement liabilities		4,301			2,220
Total current liabilities		119,452			79,442
Warranty provision, noncurrent		2,140			3,437
Warrant liability		4,683			1,561
Contract liabilities, noncurrent		1,713			918
Notes payable and derivative liabilities, net of current		139,454			92,638
Notes payable and derivative liabilities with related parties, net of current		34,799			53,193
Operating lease liabilities, net of current portion		1,335			2,263
Other long-term liabilities		12,869			8,553
Total liabilities		316,445			242,005

Commitments and contingencies (Note 13)

Stockholders’ (deficit):
Common stock, $0.0001 par value; Authorized 1,000,000,000 shares as of September 28, 2025, and December 29, 2024; issued and outstanding 88,714,258 and 73,784,645 shares as of September 28, 2025, and December 29, 2024, respectively.		14			14
Additional paid-in capital		329,754			313,661
Accumulated other comprehensive income		165			165
Accumulated deficit		(447,594	)		(411,379	)
Total stockholders’ (deficit)		(117,661	)		(97,539	)
Total liabilities and stockholders’ (deficit)	$	198,784		$	144,466

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28,			September 29,			September 28,			September 29,
	2025			2024			2025			2024
	(As Restated)						(As Restated)
Revenues	$	64,487		$	5,536		$	209,015		$	20,068
Cost of revenues⁽¹⁾		32,431			8,693			125,799			21,834
Gross profit (loss)		32,056			(3,157	)		83,216			(1,766	)
Operating expenses:
Sales commissions		8,170			7,270			24,909			11,691
Sales and marketing		5,819			1,093			21,505			3,762
General and administrative		19,663			18,450			51,045			29,789
Total operating expenses		33,652			26,813			97,459			45,242
Loss from continuing operations		(1,596	)		(29,970	)		(14,243	)		(47,008	)
Interest expense ⁽²⁾		(6,738	)		(2,338	)		(19,151	)		(8,230	)
Interest income		—			86			3			102
Other expense, net ⁽³⁾		(4,256	)		(65,684	)		(1,724	)		(66,234	)
Gain on troubled debt restructuring		—			19,948			—			19,948
Total other expense, net		(10,994	)		(47,988	)		(20,872	)		(54,414	)
Loss from continuing operations before income taxes		(12,590	)		(77,958	)		(35,115	)		(101,422	)
Income tax provision		—			—			—			(11	)
Net loss from continuing operations		(12,590	)		(77,958	)		(35,115	)		(101,433	)
Loss from discontinued operations, net of tax		(1,100	)		—			(1,100	)		(2,007	)
Net loss from discontinued operations, net of taxes		(1,100	)		—			(1,100	)		(2,007	)
Net loss		(13,690	)		(77,958	)		(36,215	)		(103,440	)
Other comprehensive income:
Foreign currency translation adjustment		—			—			—			22
Comprehensive loss (net of tax)	$	(13,690	)	$	(77,958	)	$	(36,215	)	$	(103,418	)
Net loss from continuing operations per share attributable to common stockholders, basic and diluted	$	(0.15	)	$	(1.03	)	$	(0.43	)	$	(1.64	)
Net loss from discontinued operations per share attributable to common stockholders, basic and diluted		(0.01	)		—			(0.01	)		(0.03	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.16	)	$	(1.03	)	$	(0.44	)	$	(1.67	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		84,593,644			75,348,627			81,993,090			61,868,747

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
Loss on issuance of derivative liabilities	$	—		$	(3.0	)	$	—		$	(3.0	)
(Loss) gain on remeasurement of derivative liabilities (Note 10 – Borrowings and Derivative Liabilities)		(0.3	)		(22.8	)		1.8			(22.8	)
Gain (loss) due to change in fair value of Forward Purchase Agreements		—			2.8			0.1			1.8
Loss on conversion of SAFE Agreements to common stock		—			—			—			(1.3	)
Change in fair value of SAFE Agreement		(0.1	)		(0.9	)		(0.1	)		(0.9	)
(Loss) gain due to change in fair value of Carlyle warrants		—			—			—			2.9

	Thirteen Weeks Ended September 28, 2025 (As Restated)
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		Deficit
Balance as of June 29, 2025 (As Restated)		82,189,469	$	14	$	320,033	$	(433,904	)	$	165	$	(113,692	)
Exercise of common stock options		198,096		—		216		—			—		216
Stock-based compensation		—		—		2,123		—			—		2,123
Vesting of restricted stock units		1,993,359		—		—		—			—		—
Issuance of common stock		4,333,334		—		7,382		—			—		7,382
Net loss		—		—		—		(13,690	)		—		(13,690	)
Balance as of September 28, 2025 (As Restated)		88,714,258	$	14	$	329,754	$	(447,594	)	$	165	$	(117,661	)

	Thirteen Weeks Ended September 29, 2024
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		Deficit
Balance as of June 30, 2024		63,044,287	$	13	$	288,259	$	(380,410	)	$	165	$	(91,973	)
Exercise of common stock options		282,966		—		432		—			—		432
Vesting of restricted stock units		88,215		—		—							—
Stock-based compensation		—		—		1,516		—			—		1,516
Issuance of common stock warrants		—		—		1,400							1,400
Issuance of common stock warrant for services		—		—		7,759		—			—		7,759
Exercise of common stock warrants		5,343,616		1		—							1
Issuance of common stock for exchange of debt		1,500,000		—		2,670		—			—		2,670
Issuance of common stock		2,718,837		—		6,143		—					6,143
Modification of warrant agreement		—		—		7,306		—					7,306
Net loss		—		—		—		(77,958	)		—		(77,958	)
Balance as of September 29, 2024		72,977,921	$	14	$	315,485	$	(458,368	)	$	165	$	(142,704	)

	Thirty-Nine Weeks Ended September 28, 2025 (As Restated)
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		Deficit
Balance as of December 29, 2024		73,784,645	$	14	$	313,661	$	(411,379	)	$	165	$	(97,539	)
Exercise of common stock options		731,671		—		775		—			—		775
Stock-based compensation		—		—		7,876		—			—		7,876
Vesting of restricted stock units		3,864,608		—		—		—			—		—
Exercise of common stock warrants		6,000,000		—		60		—			—		60
Issuance of common stock		4,333,334				7,382		—			—		7,382
Net loss		—		—		—		(36,215	)		—		(36,215	)
Balance as of September 28, 2025 (As Restated)		88,714,258	$	14	$	329,754	$	(447,594	)	$	165	$	(117,661	)

	Thirty-Nine Weeks Ended September 29, 2024
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		Deficit
Balance as of December 31, 2023		49,065,361	$	7	$	277,965	$	(354,928	)	$	143	$	(76,813	)
Exercise of common stock options		373,003		—		492		—			—		492
Vesting of restricted stock units		88,215		—		—		—			—		—
Stock-based compensation		—		—		4,086		—			—		4,086
Issuance of common stock warrants		—		—		1,400		—					1,400
Issuance of common stock warrant for services		—		—		9,179		—			—		9,179
Issuance of common stock upon conversion of SAFE Agreements with related party		13,888,889		6		6,244		—			—		6,250
Exercise of common stock warrants		5,343,616		1		—		—			—		1
Issuance of common stock for exchange of debt		1,500,000		—		2,670		—			—		2,670
Issuance of common stock		2,718,837		—		6,143		—			—		6,143
Modification of warrant agreement		—		—		7,306		—			—		7,306
Net loss		—		—		—		(103,440	)		—		(103,440	)
Foreign currency translation adjustment		—		—		—		—			22		22
Balance as of September 29, 2024		72,977,921	$	14	$	315,485	$	(458,368	)	$	165	$	(142,704	)

		As of September 28, 2025
	Explanatory Notes	As Previously Reported			Restatement Adjustments			As Restated
ASSETS
Current assets:
Cash and cash equivalents		$	5,072		$	—		$	5,072
Accounts receivable, net	A		80,753			(7,706	)		73,047
Inventories	B		8,694			(124	)		8,570
Prepaid expenses and other current assets	C		20,830			(1,090	)		19,740
Total current assets			115,349			(8,920	)		106,429
Restricted cash			3,841			—			3,841
Property and equipment, net			3,670			—			3,670
Operating lease right-of-use assets			2,528			—			2,528
Intangible assets, net			38,956			—			38,956
Goodwill	D		42,911			(636	)		42,275
Other noncurrent assets			1,085			—			1,085
Total assets		$	208,340		$	(9,556	)	$	198,784

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	19,857		$	—		$	19,857
Accrued expenses and other current liabilities	E		59,271			(2,021	)		57,250
Notes payable to related parties			21,500			—			21,500
Current portion of notes payable	F		—			2,786			2,786
Contract liabilities	G		9,713			3,548			13,261
SAFE Agreement with related party			497			—			497
Forward purchase agreement liabilities with related parties			—			—			—
Forward purchase agreement liabilities			4,301			—			4,301
Total current liabilities			115,139			4,313			119,452
Warranty provision, noncurrent			2,140			—			2,140
Warrant liability			4,683			—			4,683
Contract liabilities, noncurrent			1,713			—			1,713
Notes payable and derivative liabilities, net of current	H		148,205			(8,751	)		139,454
Notes payable and derivative liabilities with related parties, net of current	H		34,572			227			34,799
Operating lease liabilities, net of current portion			1,335			—			1,335
Other long-term liabilities			12,869			—			12,869
Total liabilities			320,656			(4,211	)		316,445

Commitments and contingencies

Stockholders’ deficit:
Common stock			14			—			14
Additional paid-in capital	I		330,083			(329	)		329,754
Accumulated other comprehensive income			165			—			165
Accumulated deficit			(442,578	)		(5,016	)		(447,594	)
Total stockholders’ deficit			(112,316	)		(5,345	)		(117,661	)
Total liabilities and stockholders’ deficit		$	208,340		$	(9,556	)	$	198,784

		Thirteen Weeks Ended September 28, 2025
	Explanatory Notes	As Previously Reported			Restatement Adjustments			As Restated

Revenues	J	$	70,005		$	(5,518	)	$	64,487
Cost of revenues	K		37,965			(5,534	)		32,431
Gross profit			32,040			16			32,056
Operating expenses:
Sales commissions	L		7,534			636			8,170
Sales and marketing	M		6,467			(648	)		5,819
General and administrative	N		21,483			(1,820	)		19,663
Total operating expenses			35,484			(1,832	)		33,652
Loss from continuing operations			(3,444	)		1,848			(1,596	)
Interest expense	O		(8,104	)		1,366			(6,738	)
Interest income			—			—			—
Other expense, net			(4,256	)		—			(4,256	)
Total other expense, net			(12,360	)		1,366			(10,994	)
Loss from continuing operations before income taxes			(15,804	)		3,214			(12,590	)
Income tax provision			—			—			—
Net loss from continuing operations			(15,804	)		3,214			(12,590	)
Net loss from discontinued operations, net of taxes			(1,100	)		—			(1,100	)
Net loss			(16,904	)		3,214			(13,690	)
Comprehensive loss, net of tax		$	(16,904	)	$	3,214		$	(13,690	)
Net loss from continuing operations per share attributable to common stockholders, basic and diluted		$	(0.19	)	$	0.04		$	(0.15	)
Net loss from discontinued operations per share attributable to common stockholders, basic and diluted		$	(0.01	)	$	—		$	(0.01	)
Net loss per share attributable to common stockholders, basic and diluted		$	(0.20	)	$	0.04		$	(0.16	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted	Q		84,904,228			(310,584	)		84,593,644

		Thirteen Weeks Ended September 28, 2025
	Explanatory	Common Stock					Additional Paid-in			Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Notes	Shares			Amount		Capital			Deficit			Income		Deficit
As Previously Reported
Balance as of June 29, 2025			82,325,722		$	14	$	318,311		$	(425,674	)	$	165	$	(107,184	)
Exercise of common stock options			198,096			—		216			—			—		216
Stock-based compensation			—			—		4,174			—			—		4,174
Vesting of restricted stock units			2,310,811			—		—			—			—		—
Issuance of common stock			4,333,334			—		7,382			—			—		7,382
Net loss			—			—		—			(16,904	)		—		(16,904	)
Balance as of September 28, 2025			89,167,963		$	14	$	330,083		$	(442,578	)	$	165	$	(112,316	)

Adjustments
Balance as of June 29, 2025	I		(136,253	)	$	—	$	1,722		$	(8,230	)	$	—	$	(6,508	)
Exercise of common stock options			—			—		—			—			—		—
Stock-based compensation	I		—			—		(2,051	)		—			—		(2,051	)
Vesting of restricted stock units	I		(317,452	)		—		—			—			—		—
Issuance of common stock			—			—		—			—			—		—
Net loss			—			—		—			3,214			—		3,214	)
Balance as of September 28, 2025			(453,705	)	$	—	$	(329	)	$	(5,016	)	$	—	$	(5,345	)

(As Restated)
Balance as of June 29, 2025			82,189,469		$	14	$	320,033		$	(433,904	)	$	165	$	(113,692	)
Exercise of common stock options			198,096			—		216			—			—		216
Stock-based compensation			—			—		2,123			—			—		2,123
Vesting of restricted stock units			1,993,359			—		—			—			—		—
Issuance of common stock			4,333,334			—		7,382			—			—		7,382
Net loss			—			—		—			(13,690	)		—		(13,690	)
Balance as of September 28, 2025			88,714,258		$	14	$	329,754		$	(447,594	)	$	165	$	(117,661	)

		Thirty-Nine Weeks Ended September 28, 2025
	Explanatory Notes	As Previously Reported			Restatement Adjustments			As Restated
Cash flows from operating activities
Net loss	J,K,L,M,N,O	$	(31,199	)	$	(5,016	)	$	(36,215	)
Net loss from discontinued operations, net of income taxes			(1,100	)		—			(1,100	)
Net loss from continuing operations			(30,099	)		(5,016	)		(35,115	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Stock-based compensation	I		8,205			(329	)		7,876
Non-cash lease expense			826			—			826
Depreciation and amortization			4,293			—			4,293
Provision for credit losses			4,159			—			4,159
Change in fair value of SAFE Agreements with related party			113			—			113
Change in fair value of forward purchase agreement liabilities			807			—			807
Change in fair value of derivative liabilities			(1,639	)		—			(1,639	)
Change in fair value of warrant liabilities			3,122			—			3,122
Amortization of debt issuance costs	H		14,259			(2,431	)		11,828
Non-cash income			(474	)		—			(474	)
Loss on impairments and disposals			140			—			140
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	A		(32,747	)		7,706			(25,041	)
Inventories	B		34,098			1,244			34,222
Prepaid expenses and other current assets	C		(12,462	)		1,090			(11,372	)
Other noncurrent assets			95			—			95
Accounts payable			11,692			—			11,692
Accrued expenses and other liabilities	E,P		(6,360	)		(5,171	)		(11,531	)
Operating lease liabilities			(866	)		—			(866	)
Contract liabilities	G		(10,568	)		4,184			(6,384	)
Net cash used in operating activities			(13,406	)		157			(13,249	)
Cash flows from investing activities
Cash paid for acquisitions, net of cash acquired			(20,689	)		—			(20,689	)
Net cash used in investing activities			(20,689	)		—			(20,689	)
Cash flows from financing activities
Proceeds from issuance of convertible notes			20,000			—			20,000
Proceeds from issuance of convertible notes due to related parties			5,000			—			5,000
Payment of debt issuance costs			(200	)		—			(200	)
Finance lease payments			(1,528	)		—			(1,528	)
Proceeds from issuance of common stock			1,682			—			1,682
Proceeds from exercise of common stock options			775			—			775
Proceeds from exercise of warrant for common stock			60			—			60
Proceeds from investor financing deposit from a related party	P		—			2,000			2,000
Principal repayment of notes payable	H		—			(2,157	)		(2,157	)
Net cash provided by financing activities			25,789			(157	)		25,632
Effect of exchange rate changes			—			—			—
Net decrease in cash, cash equivalents and restricted cash			(8,306	)		—			(8,306	)
Cash, cash equivalents, and restricted cash at beginning of period			17,219			—			17,219
Cash, cash equivalents and restricted cash at end of period		$	8,913		$	—		$	8,913

	As of
	September 28, 2025		December 29, 2024
Cash and cash equivalents	$	5,072	$	13,378
Restricted cash		3,841		3,841
Total cash, cash equivalents and restricted cash	$	8,913	$	17,219

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
	(As Restated)				(As Restated)
Residential Solar Installation
Revenue recognized over time	$	35,179	$	5,536	$	110,199	$	20,068
Total Residential Solar Installation		35,179		5,536		110,199		20,068

New Homes Business
Revenue recognized over time		9,415		—		34,943		—
Revenue recognized at a point in time		19,087		—		63,067		—
Total New Homes Business		28,502		—		98,010		—

Dealer
Revenue recognized at a point in time		806		—		806		—
Total Dealer		806		—		806		—
Total revenue	$	64,487	$	5,536	$	209,015	$	20,068

Total revenue recognized over time	$	44,594	$	5,536	$	145,142	$	20,068
Total revenue recognized at a point in time		19,893		—		63,873		—

	Provisional fair values			Measurement period adjustment			Final fair values as of September 28, 2025
Net assets acquired:
Cash	$	1,000		$	—		$	1,000
Accounts receivable		16,614			—			16,614
Inventories		27,706			20,682			48,388
Prepaid expenses and other current assets		2,219			—			2,219
Property and equipment		5,867			—			5,867
Operating lease right-of-use assets		2,506			—			2,506
Other noncurrent assets		541			—			541
Intangibles		18,100			(2,206	)		15,894
Deferred revenue		(7,361	)		—			(7,361	)
Accounts payable		(5,270	)		—			(5,270	)
Accrued expenses and other current liabilities		(13,955	)		—			(13,955	)
Operating lease liabilities		(2,963	)		—			(2,963	)
Other long-term liabilities		(8,980	)		—			(8,980	)
Fair value of net tangible assets acquired		36,024			18,476			54,500
Goodwill recognized		18,476			(18,476	)		—
Consideration transferred	$	54,500		$	—		$	54,500

Consideration
Cash	$	20,689
Seller note		20,000
Equity 3.3 million shares of the Company’s common stock		5,700
Contingent consideration arrangement – up to 6.6 million shares of the Company’s common stock		11,400
Fair value of total consideration transferred	$	57,789

Net assets acquired (As Restated):
Accounts receivable	$	257
Prepaid expenses and other current assets		387
Property and equipment		241
Operating lease right-of-use assets		313
Other noncurrent assets		552
Intangibles		25,922
Contract liabilities		(10,437	)
Accounts payable		(184	)
Accrued expenses and other current liabilities		(1,322	)
Operating lease liabilities		(215	)
Fair value of net tangible assets acquired		15,514
Goodwill recognized		42,275
Consideration transferred	$	57,789

	Estimated useful life	Amount
Customer related intangible	1 year	$	9,279
Trademark - Sunder	5 years		2,427
Developed technology - Sunder	5 years		14,216
Balance at end of period		$	25,922

	As of September 28, 2025
	Level 1		Level 2		Level 3		Total
Financial Assets		(As Restated)

Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability	$	—	$	—	$	21,664	$	21,664
July 2024 Notes derivative liability – related parties		—		—		13,940		13,940
September 2024 derivative liability		—		—		52,708		52,708
September 2024 derivative liability – related parties		—		—		6,515		6,515
July 2025 Note derivative liability– related party		—		—		3,468		3,468
September 2025 Notes derivative liability		—		—		16,274		16,274
Forward purchase agreement liabilities		—		—		4,301		4,301
Public warrants		2,588		—		—		2,588
Private placement warrants		—		—		1,880		1,880
Working capital warrants		—		—		215		215
SAFE Agreement with related party		—		—		497		497
Total	$	2,588	$	—	$	121,462	$	124,050

	As of December 29, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability	$	—	$	—	$	13,563	$	13,563
July 2024 Notes derivative liability – related parties		—		—		21,127		21,127
September 2024 Notes derivative liability		—		—		55,474		55,474
September 2024 Notes derivative liability – related parties		—		—		6,958		6,958
Forward purchase agreement liabilities ⁽¹⁾		—		—		3,494		3,494
Public warrants		862		—		—		862
Private placement warrants		—		—		627		627
Working capital warrants		—		—		72		72
SAFE Agreement with related party		—		—		384		384
Total	$	862	$	—	$	101,699	$	102,561

	As of
	September 28, 2025
Coupon rate		12.0	%
Conversion rate		558.66
Conversion price	$	1.79
Common stock price	$	1.77
Risk-free rate		3.7	%
Volatility		75.1	%
Dividend yield		0.0	%

	As of September 28 2025
	Principal amount ⁽¹⁾		Unamortized debt discount and debt issuance costs			Net carrying amount excluding capitalized interest ⁽¹⁾		Fair value
	(As Restated)
12.0% senior unsecured convertible notes
July 2024 Notes	$	36,576	$	(16,325	)	$	20,251	$	33,130
July 2024 Notes – related parties		18,000		(10,332	)		7,668		23,099
Subtotal July 2024 Notes		54,576		(26,657	)		27,919		56,229
July 2025 Note – related party		5,000		(3,627	)		1,373		6,250
Subtotal – 12% senior unsecured convertible notes		59,576		(30,284	)		29,292		62,479

7.0% senior unsecured convertible notes
September 2024 Notes		71,250		(56,099	)		15,151		77,744
September 2024 Notes – related parties		8,750		(6,934	)		1,816		9,548
Subtotal September 2024 Notes		80,000		(63,033	)		16,967		87,292
September 2025 Note		22,000		(18,932	)		3,068		25,090
Subtotal – 7% senior unsecured convertible notes		102,000		(81,965	)		20,035		112,382
Total (As Restated)	$	161,576	$	(112,249	)	$	49,327	$	174,861

As of September 28, 2025	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Customer related intangible	$	9,279	$	—		$	9,279
Trademark – Blue Raven Solar ⁽¹⁾		7,094		(840	)		6,254
Trademark – SunPower ⁽¹⁾		4,300		(520	)		3,780
Trademark – Sunder		2,427		—			2,427
Developed technology ⁽¹⁾		4,500		(1,500	)		3,000
Developed technology – Sunder		14,216		—			14,216
Total	$	41,816	$	(2,860	)	$	38,956

	Potential shares of common stock as of				Exercise
	September 28, 2025		December 29, 2024		price per share		Expiration date
Liability classified warrants
Public Warrants		6,266,667		6,266,667	$	11.50	July 18, 2028 ⁽¹⁾
Private Placement Warrants		8,625,000		8,625,000		11.50	July 18, 2028 ⁽¹⁾
Working Capital Warrants		716,668		716,668		11.50	July 18, 2028 ⁽¹⁾
Total shares of common stock – liability classified warrants		15,608,335		15,608,335
Equity classified warrants
Series B Warrants (converted to common stock warrants)		5,054		5,054	$	4.30	February 2026
Series C Warrants (converted to common stock warrants)		482,969		482,969		1.00	July 2026
Series C-1 Warrants (converted to common stock warrants)		173,067		173,067		0.01	January 2030
SVB Common Stock Warrants		2,473		2,473		0.38	2033
SVB Common Stock Warrants		2,525		2,525		0.62	2033
Promissory Note Common Stock Warrants		24,148		24,148		0.01	October 2031
July 2023 Common Stock Warrants		38,981		38,981		0.01	July 2028
Common Stock Warrants Issued in 2023 (“Merger Warrants”)		6,266,572		6,266,572		11.50	July 18, 2033
Ayna Warrant		—		6,000,000		0.01	June 2029
Cantor Warrant		3,066,141		3,066,141		1.68	June 2029
Total shares of common stock – equity classified warrants		10,061,930		16,061,930
Total potential shares of common stock		25,670,265		31,670,265

	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding—December 29, 2024		9,997,233		$	2.77		5.29	$	6,356
Options granted		—
Options exercised		(712,467	)		0.73				88
Options canceled		(4,874,689	)		2.53
Outstanding—September 28, 2025		4,410,078			3.04				2,157
Vested and expected to vest— September 28, 2025		4,410,078			3.04				2,157
Vested and exercisable— September 28, 2025		2,364,439			6.98				722

	Number of RSUs			Weighted Average Grant Date Fair Value
	(As Restated)
Unvested at December 29, 2024		1,982,135		$	1.79
Granted		22,235,871			1.73
Vested and released		(3,864,608	)		1.75
Cancelled or forfeited		(3,213,876	)		1.76
Unvested at September 28, 2025		17,139,522			1.73

	Thirteen Weeks Ended
	September 28, 2025										September 29, 2024
(in thousands)	Residential Solar Installation			New Homes Business		Dealer		Total			Residential Solar Installation			New Homes Business		Dealer		Total
	(As Restated)
Operating revenues	$	35,179		$	28,502		806	$	64,487		$	5,536		$	—	$	—	$	5,536

Less:
Cost of revenues⁽¹⁾		20,995			11,436		—					8,693			—		—
Sales commissions		7,479			55		636					7,270			—		—
Sales and marketing		4,171			1,648		—					1,093			—		—
General and administrative⁽²⁾		11,449			8,214		—					18,450			—		—
Operating (loss) income from continuing operations		(8,915	)		7,149		170		(1,596	)		(29,970	)		—		—		(29,970	)
Reconciliation of segment (loss) income from continuing operations before income taxes:
Unallocated amounts:
Interest expense									(6,738	)									(2,338	)
Interest income									—										86
Other expense, net									(4,256	)									(65,684	)
Gain on extinguishment of debt									—										19,948
Loss from continuing operations before income taxes								$	(12,590	)								$	(77,958	)

	Thirteen Weeks Ended
	September 28, 2025		September 29 2024
	(As Restated)
Cost of revenues	$	714	$	49
Sales and marketing		570		196
General and administrative		839		1,271
Total stock-based compensation expense	$	2,123	$	1,516

Exhibit Number	Exhibit Description	Form	File Number	Exhibit	Filing Date
2.1	Amended and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation, and The Solaria Corporation	S-4	333-269674	2.1	May 31, 2023
2.2	Agreement and Plan of Merger, dated as of October 3, 2022, by and between Complete Solar Holding Corporation, Complete Solar Midco, LLC, Complete Solar Merger Sub, Inc., The Solaria Corporation, and Fortis Advisors LLC	S-4	333-269674	2.4	February 10, 2023
2.3	Asset Purchase Agreement dated September 19, 2023, by and among Complete Solaria, Inc., SolarCA, LLC, and Maxeon Solar Technologies, Ltd.	8-K	001-40117	2.1	2023-09-21
3.1	Certificate of Incorporation of Complete Solaria	8-K	001-40017	3.1	2023-07-21
3.2	Bylaws of Complete Solaria	8-K	001-40017	3.2	2023-07-21
4.1	Form of Replacement Warrant	8-K	001-40117	4.1	2023-10-12
4.2	Form of First Amendment to Replacement Warrant	8-K	001-40117	4.2	2023-10-12
4.3	Amended and Restated Registration Rights Agreement, dated July 18, 2023, by and among the Company and certain other stockholders party thereto	8-K	001-40117	4.1	2023-07-24
4.4	Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent	8-K	001-40117	4.1	2021-03-2
4.5	Indenture, dated September 16, 2024, between the Company and U.S. Bank Trust Company, National Association	8-K	001-40117	4.1	2024-09-26
4.6	Form of 7.0% Convertible Senior Note due 2029	8-K	001-40117	4.2	2024-09-26
4.7	Exchange Agreement, dated July 1, 2024, among the Company and the purchasers party thereto	8-K	001-40117	10.1	2024-07-08
4.8	Form of SAFE (2024)	8-K	001-40017	10.1	2024-02-16
4.9	Convertible Promissory Note dated July 10, 2025	8-K	001-40017	4.1	2025-07-16
10.1	Form of Amendment to OTC Equity Prepaid Forward Transaction	8-K	001-40017	10.1	2025-07-21
10.2	Fourth Amendment to OTC Equity Prepaid Forward Transaction	8-K	001-40017	10.2	2025-07-21
10.3	Fifth Amendment to OTC Equity Prepaid Forward Transaction	8-K	001-40017	10.1	2025-08-04
10.3	Membership Interest Purchase Agreement, dated September 21, 2025, by and among the Company, Complete Solar, Inc., Sunder Energy LLC and Chicken Parm Pizza LLC	8-K	001-40017	10.1	2025-09-22
10.4	Form of Seller Note	8-K	001-40017	10.2	2025-09-22
10.5	Form of September 2025 Note Purchase Agreement	8-K	001-40017	10.3	2025-09-22
31.1*	Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Inline XBRL Document Set for the unaudited condensed consolidated financial statements and accompanying notes in the Condensed Consolidated Financial Statements and Supplemental Details
104*	Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101

	SunPower Inc.

Date: May 19, 2026	By:	/s/ THURMAN J. RODGERS
		Thurman J. Rodgers
		Chief Executive Officer and Executive Chairman; Principal Financial Officer