SPWRW · SunPower Inc. · Insider Trading

This transaction involved the reporting person's gift of 3,000 shares of SPWR common stock to his daughter. The reporting person disclaims beneficial ownership of the securities held by his daughter, and this report shall not be an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

Shares of common stock issued on 9/4/2026 pursuant to the Securities Purchase Agreement dated 9/2/2026 between the Issuer and the Reporting Person.

On 9/4/2026, SameDay Solar, Inc. ("Purchaser") purchased shares of common stock pursuant to a Securities Purchase Agreement dated 9/2/2026 between the Issuer and Purchaser. The Reporting Person is a stockholder and a director of Purchaser. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

On 9/4/2026, the SAFE was converted into 7,870,917 shares of the Issuer's common stock pursuant to the Securities Purchase Agreement dated 9/2/2026 between the Issuer and the Revocable Trust. Such common stock is held by the Revocable Trust, for which the Reporting Person and his spouse serve as trustees.

On 9/4/2026, a living trust, for which the Reporting Person and his spouse are trustees ("Purchaser"), purchased shares of common stock pursuant to a Securities Purchase Agreement dated 9/2/2026 between the Issuer and Purchaser. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

On 9/4/2026, the SAFE was converted into 7,870,917 shares of the Issuer's common stock pursuant to the Securities Purchase Agreement dated 9/2/2026 between the Issuer and the Revocable Trust. Such common stock is held by the Revocable Trust, for which the Reporting Person and his spouse serve as trustees.

On 8/24/2026, the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees (the "Revocable Trust"), purchased a simple agreement for future equity (the "SAFE") in exchange for $2,000,000. The SAFE was automatically convertible at the closing of the first financing transaction completed by the Issuer following the issuance of the SAFE. At the closing of such financing transaction, the SAFE was convertible into $2,000,000 of shares, units or increment of the securities issued in such financing transaction based on the price per share, unit or increment of the securities issued and sold by the Issuer, and subject to the terms and conditions of the SAFE. The SAFE was converted into 7,870,917 shares of common stock on 9/4/2026.

Consists of 633,250 shares of common stock issued to the Rodgers Family Freedom and Free Markets Charitable Trust (the "Charitable Trust") on July 1, 2026 pursuant to an equity-for-interest exchange transaction consummated with respect to interest amounts otherwise payable pursuant to the 12% convertible senior notes due 2029, 10% convertible senior secured notes due 2029 and 7% convertible senior notes due 2029 held by the Charitable Trust. The reporting person and his spouse serve as trustees of the Charitable Trust.

Consists of 7,226,186 shares of common stock issued to the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the "Revocable Trust") on July 1, 2026 pursuant to an equity-for-interest exchange transaction consummated with respect to interest amounts otherwise payable pursuant to the 12% convertible senior notes due 2029, 10% convertible senior secured notes due 2029 and 7% convertible senior notes due 2029 held by the Revocable Trust. The reporting person and his spouse serve as trustees of the Revocable Trust.

Consists of 93,650 shares of common stock issued to the Dan and Kathy McCranie Revocable Trust (the "Trust") on July 1, 2026. The shares were issued to the Trust pursuant to an exchange transaction pursuant to which certain interest amounts payable under the 7% convertible senior notes due 2029 held by the Trust were exchanged for 93,650 shares of common stock. The reporting person serve as trustees of the Trust.

Reflects a grant of restricted stock units (RSUs) pursuant to an employment offer letter as an inducement grant to a new hire outside of the Issuer's equity incentive plan and is subject to vesting as follows: 20% of the RSUs vest one year after grant, and the remainder vest ratably on an annual basis over the course of the following four years, subject to the Reporting Person's continuous service through each vesting date.

On 4/8/2026, a trust controlled by the Reporting Person purchased a simple agreement for future equity ("April 2026 SAFE") in exchange for $5,000,000. At the closing of the issuance of the Convertible Notes, the April 2026 SAFE was converted and exchanged into $5,000,000 principal amount of the Convertible Notes.

$5,000,000 principal amount of the Convertible Notes are held by the Rodgers Massey Revocable Living Trust, and $1,000,000 principal amount of the Convertible Notes are held by the Rodgers Family Freedom & Free Markets Charitable Trust. The April 2026 SAFE was held by Rodgers Massey Revocable Living Trust, and the May 2024 SAFE was held by the Rodgers Family Freedom & Free Markets Charitable Trust. The Reporting Person and his spouse serve as trustees for each of the Rodgers Massey Revocable Living Trust and the Rodgers Family Freedom & Free Markets Charitable Trust.

The conversion rate for the 10% Convertible Senior Secured Notes due 2029 (the "Convertible Notes") is initially equal to 610.3143 shares of common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment in accordance with the terms of the Convertible Notes.

On 4/8/2026, a trust controlled by the Reporting Person purchased a simple agreement for future equity ("April 2026 SAFE") in exchange for $5,000,000. At the closing of the issuance of the Convertible Notes, the April 2026 SAFE was converted and exchanged into $5,000,000 principal amount of the Convertible Notes.

On 5/13/2024, a trust controlled by the Reporting Person purchased a simple agreement for future equity (the "May 2024 SAFE") in exchange for $1,000,000. The May 2024 SAFE was converted and exchanged into $1,000,000 principal amount of the Convertible Notes.

The Convertible Notes mature on May 1, 2029, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Note prior to the close of business on the business day immediately preceding the maturity date.

$5,000,000 principal amount of the Convertible Notes are held by the Rodgers Massey Revocable Living Trust, and $1,000,000 principal amount of the Convertible Notes are held by the Rodgers Family Freedom & Free Markets Charitable Trust. The April 2026 SAFE was held by Rodgers Massey Revocable Living Trust, and the May 2024 SAFE was held by the Rodgers Family Freedom & Free Markets Charitable Trust. The Reporting Person and his spouse serve as trustees for each of the Rodgers Massey Revocable Living Trust and the Rodgers Family Freedom & Free Markets Charitable Trust.

On 5/13/2024, a trust controlled by the Reporting Person purchased a simple agreement for future equity (the "May 2024 SAFE") in exchange for $1,000,000. The May 2024 SAFE was converted and exchanged into $1,000,000 principal amount of the Convertible Notes.

$5,000,000 principal amount of the Convertible Notes are held by the Rodgers Massey Revocable Living Trust, and $1,000,000 principal amount of the Convertible Notes are held by the Rodgers Family Freedom & Free Markets Charitable Trust. The April 2026 SAFE was held by Rodgers Massey Revocable Living Trust, and the May 2024 SAFE was held by the Rodgers Family Freedom & Free Markets Charitable Trust. The Reporting Person and his spouse serve as trustees for each of the Rodgers Massey Revocable Living Trust and the Rodgers Family Freedom & Free Markets Charitable Trust.

On 4/8/2026, a trust controlled by the Reporting Person purchased a simple agreement for future equity ("SAFE") in exchange for $5,000,000. The SAFE provides that it will automatically convert at the closing of the first financing transaction completed by the Issuer following the issuance of the SAFE, including a financing transaction involving the sale of capital stock, warrants, debt securities or other convertible securities of the Issuer. At the closing of such financing transaction, the SAFE will convert into $5,000,000 of shares, units or increment of the securities issued in such financing transaction based on the price per share, unit or increment of the securities issued and sold by the Issuer.

The Convertible Note and SAFE are held by the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees.

The conversion rate for the 12% Convertible Senior Note due 2029 (the "Convertible Note") is equal to 540.5405 shares of common stock per $1,000 principal amount of the Convertible Note, subject to adjustment in accordance with the terms of the Convertible Note.

The Convertible Note matures on July 1, 2029, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Note prior to the close of business on the business day immediately preceding the maturity date.

The Convertible Note and SAFE are held by the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees.

The conversion rate for the 12% Convertible Senior Note due 2029 (the "Convertible Note") is equal to 558.6592 shares of common stock per $1,000 principal amount of the Convertible Note, subject to adjustment in accordance with the terms of the Convertible Note.

The Convertible Note matures on July 1, 2029, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Note prior to the close of business on the business day immediately preceding the maturity date.

The Convertible Note is held by the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees.

On July 9, 2025, the Company granted the Reporting Person 1,000,000 restricted stock units pursuant to the Plan, which vest in equal monthly installments over five years following the grant date, subject to the terms and conditions of the Plan.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.57 to $1.93, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Consists of 303,000 shares of common stock purchased by the Valeta Massey 2012 Irrevocable Trust DTD 12/26/12, for which the reporting person's spouse serves as trustee.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.57 to $1.93, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Consists of 303,000 shares of common stock purchased by the TJ Rodgers 2012 Irrevocable Trust DTD 12/26/12, for which the reporting person's spouse serves as trustee.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.44 to $1.50, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Consists of 10,589 shares of common stock purchased by the TJ Rodgers 2012 Irrevocable Trust DTD 12/26/12, for which the reporting person's spouse serves as trustee.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.44 to $1.50, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Consists of 10,588 shares of common stock purchased by the Valeta Massey 2012 Irrevocable Trust DTD 12/26/12, for which the reporting person's spouse serves as trustee.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.33 to $1.40, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Consists of 150,000 shares of common stock purchased by the Valeta Massey 2012 Irrevocable Trust DTD 12/26/12, for which the reporting person's spouse serves as trustee.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.33 to $1.40, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Consists of 150,000 shares of common stock purchased by the TJ Rodgers 2012 Irrevocable Trust DTD 12/26/12, for which the reporting person's spouse serves as trustee.

On May 23, 2025, the Company granted the Reporting Person 103,825 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.

On May 23, 2025, the Company granted the Reporting Person 112,022 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.

On May 23, 2025, the Company granted the Reporting Person 243,169 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.

On May 23, 2025, the Company granted the Reporting Person 103,825 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.

On May 23, 2025, the Company granted the Reporting Person 142,077 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.

On May 23, 2025, the Company granted the Reporting Person 110,656 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.

On May 23, 2025, the Company granted the Reporting Person 103,825 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.

On May 23, 2025, the Company granted the Reporting Person 106,557 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.

On May 23, 2025, the Company granted the Reporting Person 243,169 restricted stock units pursuant to the Company's 2023 Equity Incentive Plan, as amended (the "Plan"), each of which fully vested into one share of common stock on the grant date, subject to the terms and conditions of the Plan.