SunPower: securities offering

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filed with the United States Securities and Exchange Commission on February 2, May 22, 2026.

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TO COMPLETION, DATED FEBRUARY 2, 2026

previously issued by us pursuant to a Membership Interest Purchase Agreement (the " Ambia Purchase Agreement "), dated

November 21, 2025, between the Company, Ambia Energy, LLC (" Ambia ") and Ambia Holdings, Inc., in connection with our acquisition of Ambia, (ii) 3,333,334 shares of common stock (the " Sunder Shares " and, collectively with the Ambia

Shares, the " Acquisition Shares ") previously issued by us pursuant to a Membership Interest Purchase Agreement (the

" Sunder Purchase Agreement " and, together with the Ambia Purchase Agreement, the " Acquisition Agreements "), dated September 21, 2025, by and among the Company, Complete Solar, Inc., Sunder Energy LLC (" Sunder ") and Chicken

Parm Pizza LLC, in connection with our acquisition of Sunder, (iii) up to 50,760,218 shares of common stock (the " Conversion

1,048,352 shares of common stock held by certain of our former affiliates (the " Former Affiliate Shares " and, collectively with the Acquisition Shares and the Conversion Shares, the " Offered Securities "). The Acquisition Shares were issued at the closing of the transactions contemplated by the Transaction Agreements on November 21, 2025, with respect to the acquisition of

Ambia, and on September 24, 2025, with respect to the acquisition of Sunder. The 7% Notes were issued in multiple tranches in September

2024, December 2024, in the thirteen week period ended March 30, 2025, and on September 23, 2025. The Former Affiliate Shares were issued previously to former affiliates of Freedom Acquisition I Corp. and its sponsor, Freedom Acquisition I, LLC.

TO COMPLETION, DATED MAY 22, 2026

to 14,625,610 18,805,310 Shares of Common Stock

Shares of Common Stock Issuable Upon Conversion of Convertible Notes

This prospectus relates to the offer and sale

to 50,760,218 Shares of Common Stock Issuable Upon Conversion of Convertible Notes prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees, donees, pledgees and other successors-in-interest (collectively, the " Selling Securityholders ") of up to 65,385,828 55,088,493 shares of our common stock, par value $0.0001 per share (the " common stock "), consisting of (i) 10,243,924 up to 36,283,183 shares of common stock (the " Ambia Shares ") Conversion

Shares ") issuable upon conversion of our 7% 10.0% convertible senior secured notes due 2029 (the " 7% 10.0% Notes "); and (iv)

and (ii) 18,805,310 shares of common stock (the " Exchange Shares " and, together with the Conversion Shares, the " Offered

Securities ") issued by us to certain Selling Securityholders pursuant to the Exchange Agreements, each dated April 21, 2026, by and between the Company and such Selling Securityholders (the " Exchange Agreements ").

" Prospectus Summary " below for a description of the Acquisition Agreements, the Ambia Acquisition 10.0% Notes and the Sunder Exchange Agreements and "SELLING SECURITYHOLDERS"

Acquisition and the 7% Notes and " Selling Securityholders " on page 100 of this prospectus for additional information regarding the Selling Securityholders.

are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of our common stock by the Selling Securityholders.

Selling Securityholders.

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Shares of our common stock are listed on the Nasdaq Global Market ("Nasdaq") under the symbol "SPWR". On January

30, Global Market (" Nasdaq ") under the symbol "SPWR". On May 15, 2026, the closing price of our common stock was $1.72. $1.02.

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"Risk Factors" beginning on page 9 8 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

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using the "shelf" registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by it them described in this prospectus. We will not receive any proceeds from the sale by the such Selling

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Forward-looking statements 21 changes

our direct and indirect exposure

This prospectus contains

prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the " Securities Act "), and Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). The statements contained in this prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our and our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, without limitation, statements about:

our future capital requirements, the sufficiency of our cash, and sources and uses of cash, including cash required to service our current and future borrowings;

our ability to obtain funding for our operations and future growth, including in connection with the integration of our acquisitions, and our ability to raise capital and refinance our existing debt;

our expectations and plans relating to cost control efforts (including headcount management and potential reductions) and expectations with respect to when we achieve breakeven operating income;

our direct and indirect exposure to companies in the solar and renewable energy industries that are facing financial difficulties and potential bankruptcies;

our ability to grow and manage growth

profitably following the closing of business combinations including, without limitation, our recent acquisitions of the SunPower Businesses, Sunder Energy LLC ("Sunder"), Ambia Energy LLC ("Ambia") and Cobalt Power Systems, Inc. ("Cobalt");

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our ability to leverage our acquisition acquisitions,

under the asset purchase agreement with the SunPower Debtors, our acquisitions of Sunder (as defined below), Ambia (as defined below) and Cobalt (as defined below) and other acquisitions, including our ability to integrate these and other acquired businesses, to fund and meet the liquidity needs of the acquired businesses, to retain key employees of the acquired businesses, to take advantage of growth opportunities and to realize the expected benefits of such acquisitions;

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following the Business Combination, the acquisition of the SunPower Businesses and our recent acquisitions, of Sunder, Ambia and Cobalt, including financial projections and business metrics, and our ability to manage our costs;

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our future capital requirements,

the sufficiency of our cash, and sources and uses of cash, including cash required to service our current and future borrowings;

our ability to obtain funding for

our operations and future growth, including in connection with the integration of our acquisitions, and our ability to raise capital and refinance our existing debt;

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our expectations and forecasts with

respect to market opportunity and market growth;

our expectations and plans relating

and plans relating to cost control efforts (including headcount management and potential reductions) and expectations with respect to when we achieve breakeven operating income;

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financial conditions, inflationary pressures and the resulting impact on demand, and our ability to plan for and respond to the impact of those changes;

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MD&A 1 change

of Financial Condition and Results of Operations

Prospectus summary 1 change

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mission is to deliver energy-efficient solutions to homeowners and small to medium-sized businesses that allow them to lower their energy bills while reducing their carbon footprint. We have SunPower Inc. or SunPower, has created a unique, end-to-end offering that delivers a best-in-class customer experience with a robust technology platform, financing solutions, and high-performance solar modules. equipment.

The offering 14 changes

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shares of common stock previously issued by us in connection with our acquisition of Ambia;

shares of common stock previously issued by us in connection with our acquisition of Sunder;

to 50,760,218 shares of common stock issuable upon conversion of our 7% Notes; and ● 1,048,352 shares of common stock held by certain former affiliates.

Up to 65,385,828 55,088,493 shares of our common stock consisting of:

up to 36,283,183 shares of common stock issuable

upon conversion of our 10.0% Notes; and

18,805,310 shares of common stock previously issued

by us pursuant to the Exchange Agreements.

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112,776,028 (as of January 29, 2026).

145,819,663 (as of May 15, 2026).

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178,161,856 (based on the total

shares outstanding as of January 29, 2026).

Selling Securityholders will determine when and how they will dispose of the shares of common stock registered for resale under this prospectus.

200,908,156 (based on the total shares outstanding as of May 15, 2026).

Risk factors 112 changes

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These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding, either through external financial transactions or cash flows generated from operations, to meet our obligations and finance our operations.

Since our inception, we have

our inception, we have incurred losses and negative cash flows from operations. Our We incurred a net loss from continuing operations was $15.8 of $44.3 million in the thirteen weeks fiscal year ended September December 28, 2025. We have had an accumulated deficit of $442.6 $451.5 million as of September 28, 2025. March 29, 2026. We have accrued expenses and other current liabilities of $59.3 million, current debt of $21.5 $38.0 million, and notes payable and derivative liabilities, net of current portion of $148.2 $131.8 million, as of September 28, 2025, March 29, 2026, as well as other current and long-term liabilities (including the liability we recorded relating to a litigation matter with Siemens). We had cash and cash equivalents, excluding restricted cash, of $5.1 $9.5 million as of September 28, 2025, March 29, 2026, which was held for working capital expenditures. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding, either through external financial transactions or cash flows generated from operations, to meet our obligations and finance our operations.

If we are not able to secure

we are not able to secure adequate additional funding, either through external financial transactions or cash flows generated from operations, when needed, we will need to reevaluate our operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact our business, results of operations and future prospects. There can be no assurance that in the event we require additional financing, such financing will be available on terms that are favorable, or at all.

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operations have consumed significant amounts of cash since inception. We expect to incur significant operating expenses as we continue to grow our business, including expenses incurred in connection with acquisitions and the further integration of acquired businesses, including the SunPower Businesses, Sunder, Ambia and Cobalt. We believe anticipate that our operating losses and negative operating cash flows will continue into the foreseeable future.

We had cash and cash equivalents,

had cash and excluding restricted cash, equivalents of $5.1 $9.5 million as of September 28, 2025. March 29, 2026. Our cash position raises substantial doubt regarding our ability to continue as a going concern for 12 months after the consolidated financial statements issuance. Further, we cannot guarantee that our business will generate sufficient cash flow from operations to fund our operations or liquidity needs. Over time, we expect that we will need to raise additional funds through the issuance of additional equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, any significant unplanned or accelerated expenses and new strategic investments.

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the extent that we raise additional capital by issuing equity, or convertible debt or other convertible securities, our existing stockholders may experience substantial dilution, and the terms of these issued securities may include liquidation or other preferences that adversely affect the rights of our existing common stockholders. For example, we may issue debt or equity securities under our shelf registration statement, through our at-the-market offering facility, through our existing equity line of creditor credit with White Lion (as defined below), through our standby equity purchase facility with Yorkville or we may issue additional debt or equity securities in private transactions. Any agreements for future debt or preferred equity financings, if available, may involve covenants limiting or restricting our ability to take specific actions, such as raising additional capital, incurring additional debt, making capital expenditures or declaring dividends. Our ability to use our at-the-market offering facility may be constrained by the size of our non-affiliate market capitalization, our trading volume and other factors, and there can be no assurance regarding the price at which we will be able to sell such shares, and any sales of our common stock under our at-the-market offering facility may be at prices that result in additional dilution to our existing stockholders. If we incur additional debt, the debt holders, together with holders of our outstanding Convertible Senior Notes (as defined below), would have rights senior to holders of common stock to make claims on our assets, and the terms of any future debt could restrict our operations, including our ability to pay dividends on our common stock.

Any agreements for future debt or preferred equity financings, if available, may involve covenants limiting or restricting our ability to take specific actions, such as raising additional capital, incurring additional debt, making capital expenditures or declaring dividends.

Our ability to use our at-the-market offering facility or shelf registration statement are currently constrained by the size of our non-affiliate market capitalization, our trading volume and other factors, and there can be no assurance regarding the price at which we will be able to sell such shares, and any sales of our common stock under our at-the-market offering facility, and any offerings we might complete under our shelf registration statement, may be at prices that result in additional dilution to our existing stockholders. Further, as a result of our current ineligibility to use Form S-3, we currently cannot use our at-the-market offering facility or conduct securities offerings using our shelf registration statement. If we incur additional debt, the debt holders, together with holders of our outstanding Convertible Senior Notes and the Yorkville Notes (each as defined below), would have rights senior to holders of common stock to make claims on our assets, and the terms of any future debt could restrict our operations, including our ability to pay dividends on our common stock.

have identified material weaknesses in our internal controls over financial reporting. As a result of these material weaknesses, we identified material errors to our interim results for the thirteen weeks ended March 30, 2025, the thirteen and twenty-six weeks ended June 29, 2025, and the thirteen and thirty-nine weeks ended September 28, 2025 (the "Prior Periods") and we have determined that the Prior Periods included in our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2025, June 29, 2025, and September 28, 2025 should no longer be relied upon and should be restated. If we are unable to maintain effective internal controls over financial reporting and disclosure controls and procedures, the accuracy and timeliness of our financial and operating reporting may be adversely affected, and confidence in our operations and disclosures may be lost.

connection with the preparation and audit of our financial statements for the year ended December 29, 2024, 28, 2025, our management identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of annual or interim financial statements would not be prevented or detected on a timely basis. The material weaknesses are as follows:

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control environment material weakness also contributed to the other material weaknesses identified below.

Assessment. The Company did not design and implement an effective risk assessment and identified a material weakness relating to:

(i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives, and (iii) identifying and assessing changes in the business that could impact the system of internal controls.

of the control deficiencies identified below constitute a material weaknesses, weakness, either individually or in the aggregate.

Environment. The Our Company did not maintain an effective control environment and identified the following material weakness: the our Company lacked appropriate policies and resources to develop and operate effective internal control over financial reporting and a lack of appropriate and consistent IT policies given the significant volume of financially relevant IT changes, which contributed to the Company's inability to properly analyze, record and disclose accounting matters timely and accurately.

Activities. The Our Company did not design and implement effective control activities and identified the following material weakness:

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of certain control activities due to significant personnel changes throughout 2024. fiscal 2025. Control deficiencies, which aggregate to a material weakness, occurred within substantially all areas of financial reporting.

and Communication. The Our Company did not design and implement effective information and communication activities and identified the following material weaknesses :

The Our Company did not design and maintain

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The Our Company did not have adequate

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Activities. The Our Company did not design and implement effective monitoring activities and identified the following material weaknesses:

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These material weaknesses

material weaknesses described in the paragraphs above contributed to material accounting errors identified and corrected during the audit of the our Company's financial statements. Additionally, in connection with the preparation of our audited financial statements for the year ended December, 28, 2025, and as a result of these material weaknesses, we identified material errors to our interim results for the thirteen weeks ended March 30, 2025, the thirteen and twenty-six weeks ended June 29, 2025, and the thirteen and thirty-nine weeks ended September 28, 2025 (the "Prior Periods") and we determined that the Prior Periods included in our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2025, June 29, 2025, and September 28, 2025 (the "Prior Filings") should no longer be relied upon and should be restated. If we fail to adequately remediate these material weaknesses, there could be material misstatements that may not be prevented or detected.

have taken certain steps, such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement our internal resources, to enhance our internal control environment and plan to take additional steps to remediate the material weaknesses. Although we plan to complete this remediation process as quickly as possible, we cannot estimate how long it will take. We cannot assure provide assurance that the measures we have taken to date, and may take in the future, will be sufficient to remediate the control deficiencies that led to our material weakness in internal control over financial reporting or that such measures will prevent or avoid potential future material weaknesses.

we are not able to maintain effective internal control over financial reporting and Disclosure Controls and procedures, or if material weaknesses are discovered in future periods, a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and timely report our financial position, results of operations, cash flows or key operating metrics, which could result in late filings of the annual and quarterly reports under the Exchange Act (and which would limit our ability to use Form S-3 and may impact the availability of Rule 144), restatements of financial statements or other corrective disclosures, an inability to access commercial lending markets, defaults under its secured revolving credit facility our convertible notes and outstanding loans and other agreements, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity.

We face risks related

to the restatement of our previously issued quarterly financial statements.

As a result of our determination

that the Prior Filings should no longer be relied upon and should be restated, we face a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputation issues for our business. For example, we may face potential litigation or other disputes, which may include claims relating to federal and state securities laws, contractual claims and other claims arising from the restatement of the Prior Filings and the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. We cannot ensure that all of the risks and challenges described above will be eliminated or that general reputational harm will not persist. If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially and adversely affected.

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We did not file our Quarterly

did not file Report on Form 10-Q for the quarter ended March 29, 2026 (the " Q1 2026 Form 10-Q "), our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, within the timeframe required by the SEC, our Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 or the amendment required to our Current Report originally filed on September 26, 2025 relating to the Sunder acquisition, within the timeframes required by the SEC. Accordingly, we are not currently eligible to use a registration statement on Form S-3 that would allow us to continuously incorporate by reference our SEC reports into the registration statement, to use "shelf" registration statements to conduct offerings, or to use our at-the-market offering facility until approximately one year from the date we have regained and maintain status as a current filer. Our inability to use Form S-3 may significantly impair our ability to raise necessary capital to fund our operations and execute our strategy. If we seek to access the capital markets through a registered offering during the period of time that we are unable to use Form S-3, we may be required to publicly disclose the proposed offering and the material terms thereof before the offering commences, we may experience delays in the offering process due to SEC review of a Form S-1 registration statement and we may incur increased offering and transaction costs and other considerations. If we are unable to raise capital through a registered offering, we would be required to conduct our equity financing transactions on a private placement basis, which may be subject to pricing, size and other limitations imposed under the Nasdaq rules, or seek other sources of capital. The foregoing limitations on our financing approaches could prevent us from pursuing transactions or implementing business strategies that would be beneficial to our business.

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February 7, 2018, safeguard tariffs on imported solar cells and modules (" CSPV ") went into effect pursuant to Proclamation 9693, which approved recommendations to provide relief to U.S. manufacturers and impose safeguard tariffs on imported solar cells and modules, based on the investigations, findings, and recommendations of the U.S. International Trade Commission (the " International Trade Commission "). On February 4, 2022, then President Biden issued Proclamation 10339 extending the existing safeguard measures on U.S. imports of CSPV products by an additional four years until February 6, 2026. Since 2022, Prior to the termination of the safeguard tariffs, modules are were subject to a tariff rate of approximately 15%. Cells are were subjected to a tariff-rate quota, under which the first 5 GW of cell imports each year will be was exempt from tariffs, and cells imported after the 5 GW quota has been was reached will be were subject to the same 14.75% approximately 15% tariff as modules in the first year, with the same 0.25% decline in each of the three subsequent years. The tariff-free cell quota applies applied globally, without any allocation by country or region.

tariffs could materially and adversely affect our business and results of operations. While solar cells and modules based on interdigitated back contact technology remain were excluded from these safeguard tariffs, our solar products based on other technologies continue to be were subject to the safeguard tariffs which will remain in place until February 6, 2026. Although we are actively engaged in efforts to mitigate the effect of these tariffs, there is no guarantee that these efforts will be successful.

addition to the safeguard action, which imposes additional duties and tariffs rate quotas on solar panel and cell imports from all sources, solar cells and panels from various countries are also continue to be subject to U.S. antidumping, and countervailing duty (AD/CVD) actions in the United States. The U.S. Department of Commerce (the " Department of Commerce ") maintains antidumping and countervailing duty orders on solar cells as well as panels produced in China. In 2022, the Department of Commerce found that solar product producers in Cambodia, Malaysia, Thailand, and Vietnam were circumventing the China AD/CVD actions. As a result, imports of solar products from these countries may be treated as if they are of Chinese origin and therefore subject to the aforementioned antidumping and countervailing duty orders.

On June 6, 2022, then President Biden issued an Executive Order allowing U.S. solar installers to import solar modules and cells from Cambodia, Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy technologies. This moratorium ended in June 2024 and China-wide AD/CVD action now applies to imports from those countries that contain Chinese-origin inputs. Additionally, on December 29, 2023, Auxin and Concept Clean Energy, Inc. filed suit in the U.S. Court of International Trade challenging the legal basis for the moratorium and implementing regulations. Several motions have been filed to date, including a motion to dismiss by the U.S. government, which In August 2025 the Court rejected. If of International Trade found the suit proves successful, solar module importers could owe moratorium on the collection of AD/CVD duties to be unlawful and ordered retroactive collection of duties on goods that should have already cleared customs. been paid during that period. The retroactive collection of duties was stayed pending appeal. On February 9, 2026, the U.S. government withdrew its appeal of that decision, but other parties continue to pursue the appeal. In addition, on May 15, 2024 the Department of Commerce and the U.S. International Trade Commission initiated antidumping and countervailing duty investigations of CSPV products from Cambodia, Malaysia, Thailand, and Vietnam. On October 1 and November 29, 2024, Both the Department of Commerce announced its preliminary and the U.S. International Trade Commission made affirmative determinations in findings for all countries. On June 24, 2025, the Department of Commerce imposed antidumping duty and countervailing duty investigations, respectively. The final determinations are scheduled to be announced orders on or before April 21, 2025 surrounding the implications of existing tariffs affecting the U.S. solar market CSPV products from all four countries. Duty rates range zero to over 100% antidumping duties and potential trade tensions between approximately 15% to over 3000% countervailing duties depending on the U.S. company and other countries has caused country. Antidumping and is likely to cause further market volatility, price fluctuations, supply shortages, countervailing duties are assessed retroactively and project delays, any thus final assessment of which could harm our business, and duties on imports made after June 2025 will be determined in future proceedings by the pursuit Department of mitigating actions may divert substantial resources from other projects. Commerce.

high AD/CVD duty rates, together with uncertainty surrounding the implications of existing tariffs affecting the U.S. solar market and potential trade tensions between the U.S. and other countries has caused and is likely to cause further market volatility, price fluctuations, supply shortages, and project delays, any of which could harm our business, and the pursuit of mitigating actions may divert substantial resources from other projects.

the Uyghur Forced Labor Prevention Act may inhibit importation of certain solar modules or components. In addition, the imposition of tariffs is likely to result in a wide range of impacts to the U.S. solar industry and the global manufacturing market, as well as our business in particular. Such tariffs could materially increase the price of our solar products and result in significant additional costs to the Company, its resellers, and the resellers' customers, which could cause a significant reduction in demand for the company's our solar power products and greatly reduce our competitive advantage.

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respect to the PTC, solar energy projects that began construction before January 1, 2025 generally remain eligible for the PTC under Section 45 (as amended by the IRA) and generally are not subject to the accelerated phaseouts or other limitations introduced by the OBBBA. The PTC available to a taxpayer in 2024 and prior taxable years under Code Section 45 generally is equal to a certain rate multiplied by the kilowatt hours of electricity produced by the taxpayer from solar energy at a facility owned by it and sold to an unrelated party during that taxable year. The base rates for the PTC under Code Section 45 is 0.3 cents (adjusted for inflation). This rate is increased five times to 1.5 cents (adjusted for inflation) for projects that (i) have a maximum net output of less than one megawatt (measured in alternating current), (ii) begin construction before January 29, 2023, and (iii) meet certain prevailing wage and apprenticeship requirements. It also may be increased for projects that include a certain percentage of components produced in the U.S. and projects that are located in certain energy communities, in each case subject to applicable requirements and IRS guidance.

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Under the IRA, the Section 45Y credit would have begun to phaseout the later of (i) the first calendar year after 2032 and (ii) when the annual greenhouse gas emissions rate fell below a certain threshold. A facility is not eligible for the PTC under Code Section 45Y if a tax credit already is allowed with respect to the facility under Code Section 45, 48 or 48E (or certain other tax credit provisions) for the taxable year or any prior taxable year.

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Moreover, the OBBBA denies the Code Section 48E for certain leased residential solar water heating property (while generally excluding leased solar electric generating property from that denial). Under the IRA, the Section 48E credit would have begun to phaseout the later of (i) the first calendar year after 2032 and (ii) when the annual greenhouse gas emissions rate fell below a certain threshold. The ITC under Code Section 48E is subject to recapture if the Internal Revenue Service determines that the greenhouse gas emissions rate for the facility exceeds a certain threshold. A facility is not eligible for the ITC under Code Section 48E if a tax credit already is allowed with respect to the facility under Code Section 45, 45Y or 48 (or certain other tax credit provisions) for the taxable year or any prior taxable year.

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OBBBA also introduces additional restrictions relating to certain FEOC and supply chain sourcing, which may affect project eligibility and increase compliance costs. On February 12, 2026, the U.S. Treasury Department and Internal Revenue Service released IRS Notice 2026-15, which provides additional guidance regarding the prohibited foreign entity ("PFE") rules under the OBBBA. In particular, this notice establishes interim safe harbors for determining whether a project receives material assistance from a PFE, including guidance on calculation of the Material Assistance Cost Ratio. While this guidance reduces certain uncertainties, it is interim in nature, and further rulemaking, including a notice of proposed rulemaking and final regulations expected later in 2026, may modify or replace this framework. Such future guidance could impose more restrictive requirements or additional compliance burdens, which may increase our costs and adversely affect our ability, or our customers' ability, to qualify for applicable tax credits. If we or our customers are unable to satisfy the PFE or related eligibility requirements, it could materially and adversely affect our revenues, results of operations, cash flows and the overall demand for our products.

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trade regulations and import duties and tariffs;

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utilize a limited number of suppliers of solar panels and other system components to adequately meet anticipated demand for our solar service offerings. Any shortage, delay or component price change from these suppliers or delays and price increases associated with the product transport logistics could result in sales and installation delays, cancellations and loss of market share.

purchase solar panels, inverters and other system components from a limited number of suppliers for certain components; which makes us however, we may susceptible to quality issues, shortages and price changes. If we fail to develop, maintain and expand relationships with existing or new suppliers, we may be unable to adequately meet anticipated demand for our solar energy systems or may only be able to offer our systems at higher costs or after delays. If one or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production, we may be unable to satisfy this demand due to an inability to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms.

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If we cannot maintain long-term supply agreements or identify and qualify multiple sources for components, access to supplies at satisfactory prices, volumes and quality levels may be harmed. We may also experience delivery delays of components from suppliers in various global locations. In addition, while there are alternative suppliers and service providers that we could enter into agreements with to replace its our suppliers on commercially reasonable terms, we may be unable to establish alternate supply relationships or obtain or engineer replacement components in the short term, or at all, at favorable prices or costs. Qualifying alternate suppliers or developing our own replacements for certain components may be time-consuming and costly and may force us to make modifications to our product designs.

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business substantially focuses on solar service agreements and transactions with residential customers business substantially focuses on solar service agreements and transactions with residential customers. Our energy system sales to homeowners utilize power purchase agreements (" PPAs "), leases, loans and other products and services. We currently offer PPAs and leases through Goodleap, LLC, LightReach, Mosaic, EverBright, LLC, Dividend Solar Loan Company and other financial institutions. If we were unable to arrange new or alternative financing methods for PPAs and leases on favorable terms, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

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have experienced significant growth in recent periods (including through the integration of acquired companies) as measured by our number of customers, and we intend to continue efforts to expand our business within existing and new markets. This growth (including these integration activities) has placed, and any future growth may place, a strain on management, operational and financial infrastructure. Our growth requires our management to devote a significant amount of time and effort to maintain and expand relationships with customers, dealers and other third parties, attract new customers and dealers, arrange financing for growth and manage expansion into additional markets.

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We have incurred net losses

generated net losses of $16.9 million in the thirteen weeks ended September 28, 2025, and we have incurred net losses in the past, including $56.5 a net loss from continuing operations of $44.3 million in the fiscal year ended December 29, 2024. 28, 2025. We have had an accumulated deficit of $442.6 $451.5 million as of September 28, 2025. March 29, 2026. Additionally, as of September 28, 2025, March 29, 2026, we had current indebtedness of $38.0 million and long-term indebtedness, including derivative liabilities, net of $182.8 current of $131.8 million. We will continue to incur net losses as spending increases to finance the expansion of operations, installation, engineering, administrative, sales and marketing staffs, spending increases on brand awareness and other sales and marketing initiatives and implement internal systems and infrastructure to support the Company's growth. We do not know whether revenue will grow rapidly enough to absorb these costs, and our limited operating history makes it difficult to assess the extent of these expenses or their impact on results of operations. Our ability to achieve profitability depends on a number of factors, including but not limited to:

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solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with large utilities. Our primary competitors are the traditional utilities that supply energy to potential customers. We compete with these utilities primarily based on price, predictability of price and the ease by which customers can switch to electricity generated by our solar energy systems. If we cannot offer compelling value to its customers based on these factors, then our business will not grow. Utilities generally have substantially greater financial, technical, operational and other resources than us. As a result of their greater size, these competitors may be able to devote more resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. Utilities could also offer other value added products and services that could help them compete with us even if the cost of electricity they offer is higher than ours. In addition, a majority of utilities' sources of electricity are non-solar, diversified generation portfolios which may allow utilities to sell electricity more cheaply than electricity generated by our solar energy systems.

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On September 30, 2024, we completed the acquisition of the Acquired SunPower Assets under the APA with the SunPower Debtors, which resulted in our acquisition of the SunPower Businesses and a significant expansion of our business operations and headcount. On September 21, 2025, we entered into an agreement to acquire Sunder and completed the Sunder Acquisition effective September 24, 2025. On November 21, 2025, we entered into an agreement to acquire Ambia and completed the Ambia Acquisition on November 21, 2025. On January 30, 2026, We entered into an agreement to acquire Cobalt and completed the Cobalt acquisition effective of Cobalt on February 2, 2026. In the future, we may acquire additional companies, project pipelines, products, or technologies, or enter into joint ventures or other strategic initiatives. Our ability as an organization to integrate acquisitions is unproven. We may not realize the anticipated benefits of our acquisitions or any other future acquisition or the acquisition may be viewed negatively by customers, financial markets or investors.

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we fail to comply with laws and regulations relating to interactions by the Company or its dealers with current or prospective residential customers, it could result in negative publicity, claims, investigations and litigation and adversely affect financial performance.

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We intend to introduce new

intend to introduce new offerings of services and products to both new and existing customers in the future, including home automation products and additional home technology solutions. We may be unsuccessful in significantly broadening our customer base through the addition of these services and products within current markets or in new markets the Company may enter. Additionally, we may not be successful in generating substantial revenue from any additional services and products introduced in the future and may decline to initiate new product and service offerings.

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rely heavily on the services of our key executive officers and other key employees, in particular Thurman J. Rodgers, and the loss of services of any principal member of the management team or other key employees could adversely affect our operations. There have been, and from time to time there may continue to be, changes in our management team resulting from the hiring or departure of executives and key employees, or the transition of executives within our business, which could disrupt our business. For example, during 2023 and 2024, 2025 and early 2026, we had turnover in key positions, including our Chief Executive Officer and our Chief Financial Officer. As a result of the SunPower Acquisition, the Sunder Acquisition, the Ambia Acquisition and the Cobalt Acquisition, we also appointed new employees to key positions and restructured our management reporting lines. Such changes in our executive management team or workforce may be disruptive to our business, divert management's attention, result in a loss of knowledge and negatively impact employee morale. If we encounter further turnover or difficulties associated with the transition or departure of our executive officers and key employees, or if we are unsuccessful in recruiting new personnel or in retaining and motivating existing personnel, our operations may be disrupted, which could harm our business.

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addition to the other information provided in elsewhere in this Prospectus, on February 22, 2024, the court in the case issued an order against certain subsidiaries of the Company which awarded Siemens approximately $6.9 million. On March 15, 2024, Siemens filed a motion seeking to recover $2.67 million for attorneys' fees, expenses, and pre-and post-judgment interest. The Company opposed Siemens' motion for attorneys' fees, expenses, and pre- and post-judgment interest on April 5, 2024. On June 17, 2024, the court entered a final order which awarded Siemens a total of $2.0 million in attorneys' fees and costs. We have appealed these judgments. On August 19, 2024, Siemens applied for the enforcement to a sister state judgment in the Superior Court of Alameda, California and the court entered a judgement in favor of Siemens. On December 9, 2024, Siemens moved to amend the judgment to add the Company as a judgement debtor.

Our subsidiaries opposed the Siemens motion. The court heard the motion by submission on April 3, 2025, but has not yet issued a ruling.

are involved in claims and legal proceedings that arise from normal business activities. In addition, from time to time, third parties have asserted and may in the future assert claims against us. We evaluate all claims, lawsuits and investigations with respect to their potential merits, our potential defenses and counter claims, settlement or litigation potential and the expected effect on us. In the event that we are involved in significant disputes, including the legal claims noted below, or are the subject of a formal action by a regulatory agency, we could be exposed to costly and time-consuming legal proceedings that could result in any number of outcomes. Although outcomes of such actions vary, any claims, proceedings or regulatory actions initiated by or against us whether successful or not, could result in expensive costs of defense, costly damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication of management time, diversion of significant operational resources or some other harm to the business. In any of these cases, our business, financial condition or results of operations could be negatively impacted. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Depending on the nature and timing of any such controversy, an unfavorable resolution of a matter could materially affect our future business, financial condition or results of operations, or all of the foregoing, in a particular quarter.

"Business "Note 12 - Legal Proceedings" Commitments and Contingencies" in the notes to consolidated financial statements included elsewhere in this prospectus for a further discussion of the legal claims summarized therein.

addition to the other information provided in Note 12, on February 22, 2024, the court in the case issued an order against certain subsidiaries of the Company which awarded Siemens approximately $6.9 million. On March 15, 2024, Siemens filed a motion seeking to recover $2.67 million for attorneys' fees, expenses, and pre-and post-judgment interest. The Company opposed Siemens' motion for attorneys' fees, expenses, and pre- and post-judgment interest on April 5, 2024. On June 17, 2024, the court entered a final order which awarded Siemens a total of $2.0 million in attorneys' fees and costs. We have appealed these judgments. On August 19, 2024, Siemens applied for the enforcement to a sister state judgment in the Superior Court of Alameda, California and the court entered a judgement in favor of Siemens. On December 9, 2024, Siemens moved to amend the judgment to add the Company as a judgement debtor. Our subsidiaries opposed the Siemens motion. The court heard the motion by submission on April 3, 2025, but has not yet issued a ruling. The Company recognized $6.9 million as a legal loss related to this litigation in 2023, and in 2024, the Company recorded an additional accrual for $2.0 million for attorneys' fees, expenses, and pre-judgment interest, in accrued expenses and other current liabilities within its consolidated balance sheet as of December 29, 2024. This legal loss was recognized in fiscal 2024 in loss from discontinued operations, net of tax on the consolidated statements of operations and comprehensive loss. The Company recorded a had liability of $6.9 million recorded as a legal loss related to this litigation, excluding amounts for attorneys' fees and costs, in accrued expenses and other current liabilities within its consolidated balance sheets sheet at each of March 30, 2025 and December 29, 2024. On December 4, 2025, the Company entered into a Settlement Agreement with Siemens Government Technologies, Inc. and Siemens Industry, Inc. to resolve a case in the Circuit Court of Fairfax County, Virginia and other related cases as well as to resolve potential claims related to Siemens' Atwater Wastewater Treatment Plant. In exchange for full releases, the Company has agreed to pay Siemens $9.5 million spread across four payments as follows: $4.75 million was payable prior to be made at the end April 30, 2026 and a payment of $2.375 million is due on each calendar quarter during fiscal of September 30, 2026 and December 31, 2026. If the Company successfully engages in any form of new financing one or new debt worth $1.0 more financing transactions with $5.0 million or more or successfully obtains shareholder approval for the issuance of additional shares in connection with after the raise Company's issuances of additional funds and/or any merger or acquisition activity, the next 10.0% convertible senior secured notes due quarterly payment 2029, any remaining payments to Siemens (if any) becomes will become immediately due and payable. The settlement payment to Siemens is secured by a first-priority continuing security interest in $9.5 million of Company collateral. This security interest is reduced on a one-to-one basis as the settlement payments are made. For additional information regarding the Company's litigation matter with Siemens, please see " Business—Legal Proceedings—Siemens Litigation ."

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Compliance with public company requirements will increase costs and make certain activities more time- consuming. A number of those requirements will require us to carry out activities we had not done previously.

face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company.

will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time- consuming. A number of those requirements will require us to carry out activities we had not done previously.

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Related to the Offering

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Selling Securityholders have discretion with respect to timing and amounts of conversions of the 10.0% Notes. After a Selling Securityholder has acquired such Conversion Shares, such Selling Securityholder may resell all, some or none of such the shares of common stock offered hereunder at any time or from time to time in their its discretion and at different prices. As a result, investors who purchase shares from the Selling Securityholders in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Securityholders in this offering. as a result of future sales made by us to third parties under our existing equity lines of credit at prices lower than the prices such investors paid for their shares In this offering. In addition, if we sell or issue a substantial number of shares to third parties under our existing equity lines of credit or pursuant to the Selling Securityholders in connection with conversions of our Convertible Senior the 10.0% Notes, respectively, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangements with third parties and the Selling Securityholders may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

have issued the 10.0% Notes to certain of the Selling Securityholders, and we do not have the right to control the timing and amount of the issuance of our common stock to the Selling Securityholders and, accordingly, it is not possible to predict the actual number of shares of common stock we will issue pursuant to the conversion of the 10.0% Notes at any one time or in total.

April 23, 2026, we issued the 10.0% Notes to certain of the Selling Securityholders in the aggregate principal amount of $41.0 million.

We do not have the right to control the timing and amount of any issuances of our shares of common stock to the Selling Securityholders upon conversion of the 10.0% Notes. As the conversion price per share to be used upon conversion of the 10.0% Notes will fluctuate based on the market prices of our shares of common stock, if any, it is not possible for us to predict the actual number of shares of common stock we will issue pursuant to the conversion of the 10.0% Notes at any one time or in total.

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The Selling Securityholders

Selling Securityholders can resell, under this prospectus, up to 65,385,828 55,088,493 shares of common stock from time to time after the date of this prospectus If all consisting of the 50,760,218 Exchange Shares of common stock issuable upon and the Conversion Shares. If all of the 7% Notes 55,088,493 shares offered for resale by the Selling Securityholders under this prospectus were issued and outstanding as of the date hereof (without taking into account any limitations on conversion set forth in the documents governing the 10.0% Notes), such shares would represent approximately 31% 37.8% of the total number of outstanding shares of common stock and approximately 33.6% of the total number of outstanding shares of common stock held by non-affiliates, in each case as of January 29, May 15, 2026.

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Our Directors, executive

directors, executive officers and each of our 5% stockholders and their affiliates, in the aggregate, beneficially own approximately 30.2% 53.6% of the outstanding shares of our common stock, based on the number of shares outstanding as of January 29, May 15, 2026 (including all convertible securities and securities that such holders have the right to acquire within 60 days following May 15, 2026). As a result, these stockholders, if acting together, will be able to significantly influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

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can be no assurance that we will maintain compliance with the requirements for listing our common stock on Nasdaq. On April 28, 2025, we received a letter from the Listing Qualifications staff of Nasdaq (the " Nasdaq Staff ") indicating that, as a result of our delay in filing the Company's Annual Report on Form 10-K for the year ended December 31, 29, 2024 (the " 2024 Form 10-K "), we were not in compliance with the timely filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1).

The Nasdaq letter had no immediate effect on the listing or trading of our common stock or warrants. The Nasdaq listing rules require Nasdaq-listed companies to timely file all required periodic reports with the SEC. The Nasdaq letter stated that, under Nasdaq rules, the Company had 60 calendar days to submit a plan to regain compliance with Nasdaq's continued listing requirements. We filed our 2024 Form 10-K on April 30, 2025. Subsequently, on November 19, 2025, we received a notice from the Nasdaq staff indicating that, as a result of our delay in filing the Company's Quarterly Report on Form 10-Q for the quarter ended September 28, 2028 2025 (the " Q3 Form 10-Q "), we were not in compliance with the timely filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1). The Nasdaq letter relating to our Q3 Form 10-Q had no immediate effect on the listing or trading of our common stock or warrants.

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of a substantial number of shares of our common stock in the public market by our shareholders could cause the price of our common stock to decline.

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provisions of our Certificate of Incorporation and Proposed Bylaws could discourage potential takeover attempts and reduce the price that investors might be willing to pay for the shares of our common stock in the future, which could reduce the market price of our common stock.

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Servicing our outstanding

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and 32 more changes in the filing

Use of proceeds 4 changes

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cannot currently determine the price or prices at which shares of common stock may be sold by the Selling Securityholder Securityholders under this prospectus.

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common stock and Public Warrants are currently listed on Nasdaq under the symbols "SPWR" and "SPWRW," respectively.

Our common stock and Public

Warrants are currently listed on Nasdaq under the symbols "SPWR" and "SPWRW," respectively. Our common stock and public warrants were previously listed on Nasdaq under the symbols "CSLR" and "CSLRW", respectively. Prior to the consummation of the Business Combination, our common stock and our Public Warrants were listed on the NYSE New York Stock Exchange under the symbols "FACT" and "FACT WS," respectively. On January 29, May 15, 2026, there were 421 152 holders of record of the common stock. We currently do not intend to list the Private Warrants on any stock exchange or stock market.

Dividend policy 455 changes

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Inc. (" SunPower " or the " Company ") is the rebranded name of Complete Solaria, Inc. Complete Solaria, Inc. was formed in November 2022 through the merger of Complete Solar and The Solaria Corporation. Founded in 2010, Complete Solar created a technology platform to offer clean energy products to homeowners by enabling a national network of sales partners and build partners. Our sales partners generate solar installation contracts with homeowners on our behalf. To facilitate this process, we provide the software tools, sales support and brand identity to our sales partners, making them competitive with national providers. This turnkey solution makes it easy for anyone to sell solar.

Inc. is a residential solar and energy services company headquartered in Orem, Utah. We operate a technology-enabled platform that supports a national network of sales partners, dealers, and installation professionals to deliver solar energy systems, battery storage solutions, and related services to homeowners and homebuilders throughout the United States.

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2025 and through the thirteen week period ended March 29, 2026 we significantly reshaped our business through a series of strategic acquisitions, including the acquisition of Sunder Energy, LLC ("Sunder"), Ambia Energy LLC ("Ambia") and Cobalt Power Systems, Inc. ("Cobalt"). These acquisitions expanded our geographic footprint, dealer network, installation capacity, and national sales presence. The operating results in the current quarter reflect the integration and ongoing operations of these acquired businesses.

further discussed below and in the accompanying unaudited condensed notes to the consolidated financial statements (Note 15 - Segment Information), included in this prospectus, we have three reportable segments: Residential Solar Installation, New Homes Business and Sunder Energy (" Sunder "). Dealer.

is substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements included in this prospectus have been prepared assuming the our Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to our ability to continue as a going concern.

We continued the integration

of recent acquisitions of Sunder and Ambia into our operating platform. In the thirteen week period ended March 29, 2026, we acquired Cobalt for $9.7 million. Cobalt focuses on large premium renewable energy systems across residential, new home, multifamily and commercial projects and its operating results will be incorporated into the New Homes reportable segment.

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Our growth strategy contains the following elements:

the following elements:

Increase revenue by expanding installation capacity

installation capacity and developing new geographic markets - We continue to expand our network of partners who will install systems resulting from sales generated by our sales partners. By leveraging this network of skilled builders in addition to our in-house installation experts, we aim to increase our installation capacity in our traditional markets and expand our offering into new geographies throughout the U.S. This will enable greater sales growth in existing markets and create new revenue in expansion markets.

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is a discussion of our historical results of operations, which excludes product revenues and metrics related to the disposal, as all results of operations associated with the solar panel business have been presented as discontinued operations, unless otherwise noted.

acquisition transaction

August 5, 2024, we entered into an asset purchase agreement among us and SunPower Corporation and SunPower Corporation's direct and indirect subsidiaries (" SunPower Debtors ") which provided for the purchase of certain assets relating to the Blue Raven Solar business, New Homes Business and Non-Installing Dealer network previously operated by the SunPower Debtors (the " Acquired SunPower Assets "). The sale by the SunPower Debtors was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware. We completed the acquisition (" SunPower Acquisition ") of the Acquired SunPower Assets (" SunPower Businesses ") effective September 30, 2024.

financed the SunPower Acquisition by issuing 7.0% senior unsecured convertible notes (" 7.0% Senior Notes ") in September 2024, which are due in 2029. The 7.0% Senior Notes mature on July 1, 2029 and are convertible into shares of our common stock at the option of the holder at a conversion rate of $2.14 per share. The 7.0% Senior Notes will become immediately due and payable at the option of the holder in the event of default and upon a qualifying change of control event.

Energy acquisition transaction

September 21, 2025, we entered into an agreement to acquire Sunder Energy (" Sunder ") and completed the acquisition effective September 24, 2025 (" Sunder Acquisition "). The acquisition was completed through the acquisition of all of the Membership Interests of Sunder for aggregate consideration of $57.8 million consisting of cash, a note issued to the seller, 3,333,334 shares of our common stock issued as of the acquisition date plus an additional 3,333,333 shares to be issued on each of the 12-month and 18-month anniversaries of the closing of the acquisition. The shares of our common stock were valued at $17.1 million at the date of acquisition. This transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations .

The financial results of Sunder have been included in our unaudited condensed consolidated financial statements since the date of acquisition.

financed the Sunder Acquisition through the issuance of a $20.0 million note (" Seller Note ") with an interest rate of 7.0% and due the earlier of (i) May 15, 2026 and (ii) the date on which all amounts under the Seller Note otherwise become due and payable following an event of default and the issuance of $22.0 million of 7.0% senior unsecured convertible notes due July 1, 2029.

Energy acquisition transaction

November 21, 2025, we entered into an agreement to acquire Ambia Energy, LLC (" Ambia ") and completed the acquisition on November 21, 2025 (the " Ambia Acquisition "). The Ambia Acquisition was completed through the acquisition of all of the membership interests of Ambia for aggregate consideration of 10,243,924 shares of our common stock issued as of the acquisition date plus our agreement to issue an additional $9.375 million of shares of our common stock on the six-month anniversary of the Ambia Acquisition closing and an additional $9.375 million of shares of our common stock on the 12-month anniversary of the Ambia Acquisition closing (such shares, the " Ambia Post-Closing Consideration Shares "). The issuance of the Ambia Post-Closing Consideration Shares is subject to approval by our stockholders following the Ambia Acquisition closing in accordance with the rules and regulations of the Nasdaq Stock Market (including Nasdaq Listing Rule 5635(a)). The actual number of Ambia Post-Closing Consideration Shares issuable on the six- and 12-month anniversaries of the Ambia Acquisition closing will be determined based on the 20-day trailing volume-weighted average price of our common stock after market close on the business day immediate prior to the issuance date of the applicable shares (the " VWAP Value "); provided that the VWAP Value for the calculation of the actual number of the Ambia Post-Closing Consideration Shares issuable will not be more than $2.8102 per share or less than $1.4988 per share. This transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations .

January 30, 2026, we entered into a stock purchase agreement to acquire Cobalt Power Systems, Inc. (" Cobalt ") and completed the acquisition on February 2, 2026 (the " Cobalt Acquisition "). The Cobalt Acquisition was completed through the acquisition of all of the outstanding equity interests of Cobalt for aggregate consideration of $10,000,000 shares of our common stock, including 1.8 million shares of common stock issued at closing and an additional $3,330,000 of shares of our common stock issuable on the 12-month anniversary of the closing and an additional $3,330,000 of shares of our common stock issuable on the 18-month anniversary of the closing of the Cobalt Acquisition. Additionally, we agreed to issue up to $2,000,000 of restricted stock units to the Cobalt employees who continue their employment with us following the closing and an additional 850,000 restricted stock units as inducement awards to certain key employees of Cobalt. The actual number of shares of our common stock issuable by us at closing and on the 12- and 18-month anniversaries of the closing of the Cobalt Acquisition will be based on the five-day VWAP Value determined on the business day immediately preceding the date on which the shares are issued. The Cobalt Acquisition agreement includes customary representations and warranties, covenants, and indemnities, in each case under the circumstances and subject to certain limitations set forth in the agreement. The indemnification obligations under the Cobalt Acquisition agreement are subject to customary deductibles and caps. Our primary source of recovery for indemnifiable damages is set off of such damages against the shares of our common stock issuable by us following closing of the Cobalt Acquisition.

financial definitions/components of results of operations

is recognized for Residential Solar Installation and New Homes Business when a customer obtains control of promised products and services and we have satisfied our performance obligations which is the date by which substantially all of our design and installation is complete for a fully functioning solar power system to interconnect to the local power grid.

includes the design of a solar energy system, the delivery of the components of the solar energy system (i.e., photovoltaic system, inverter, battery storage, etc.), installation services and services facilitating the connection of the solar energy system to the power grid. We account for these services as inputs to a combined output, resulting in a single service-based performance obligation.

amount of revenue recognized reflects the consideration which we expect to be entitled to receive in exchange for the products and services.

To achieve this core principle, we apply the following five steps:

1. Identification of the contract(s) with a customer;

2. Identification of the performance obligations in the contracts(s);

3. Determination of the transaction price;

4. Allocation of the transaction price to the performance obligations;

5. Recognition of the revenue when, or as, we satisfy a performance obligation.

Solar Installation revenues

Residential Solar Installation segment sells products through a network of installing and non-installing dealers and resellers, as well as our internal sales team. Our contracts with customers include three primary contract types:

Cash agreements - We contract

directly with homeowners who purchase the solar energy system and related services from us. Customers are invoiced on a billing schedule, where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

Financing partner agreements

- In our financing partner agreements, we contract directly with homeowners for the purchase of the solar energy system and related services.

We refer the homeowner to a financing partner to finance the system, and the homeowner makes payments directly to the financing partner.

We receive consideration from the financing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

Power purchase agreements and

lease agreements - We contract directly with a leasing partner to perform the solar energy system installation, and the homeowner will finance the system through a power purchase agreement (or lease), which is signed with our leasing partner. We consider the leasing partner to be our customer, as we do not contract directly with the homeowner and the leasing partner takes ownership of the system upon the completion of installation. We receive consideration from the leasing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

Homes Business revenues

New Homes Business segment sells through a network of home builders as well as our internal sales team. Our contracts with customers include two primary contract types:

Cash agreements - We contract

directly with homebuilders who purchase the solar energy system from us and are the customers in the transaction. Our customers are invoiced upon the completion of installation.

Lease agreements - Prior

to the SunPower Debtor's declaration of bankruptcy, certain homeowners had intended to lease a system from SunPower Debtors, but were unable to consummate the transaction (as a result of SunPower Debtor's declaration of bankruptcy). The in-process system inventory (installed on recently constructed homes) was acquired by us in connection with the SunPower Acquisition. We contracted directly with a leasing partner to facilitate the leasing of the system to the impacted homeowners. We consider the leasing partner to be our customer.

Under the terms of our arrangement with the leasing partner, control is not transferred to the customer until the completed system is accepted by the customer. We receive consideration from the leasing partner following the acceptance of the system.

performance obligation for both reportable segments is to design and install a fully functioning solar energy system. For all contract types (with the exception of New Homes Business Lease agreements), we recognize revenue over time. Our over-time revenue recognition begins when the solar power system is fully installed (as it is at this point that control of the asset begins to be transferred to the customer and the customer retains the significant risks and rewards of ownership of the solar power system). We recognize revenue using the input method based on direct costs to install the system and defer the costs of installation until such time that control of the asset transfers to the customer (installation). For New Homes Business Lease agreements, we consider the performance obligation to be satisfied at a point in time upon acceptance of the system by the customer.

is generally recognized at the transaction price contained within the agreement, net of costs of financing, or other consideration paid to the customers that is not in exchange for a distinct good or service. Our arrangements may contain clauses that can either increase or decrease the transaction price. Variable consideration is estimated at each measurement date at its most likely amount to the extent that it is probably that a significant reversal of cumulative revenue recognized will not occur and true-ups are applied prospectively as such estimates change.

record deferred revenue for amounts invoiced that are received in advance of the provisioning of services. In certain contracts with customers, we arrange for a third-party financing partner to provide financing to the customer. We collect upfront from the financing partner and the customer will provide installment payments to the financing partner. We record revenue in the amount received from the financing partner, net of any financing fees charged to the homeowner, which we consider to be a customer incentive. None of our contracts contain a significant financing component.

earn revenue from contracts sold to customers for solar installations performed by third-party installation companies. We recognize revenue at a point in time when Permission to Operate ("PTO") is complete. We act as an agent in these arrangements and record revenue on a net basis. We do not have significant financing components in our contracts. We do not provide warranty services and do not record a warranty reserve.

to obtain and fulfill contracts

costs to obtain and fulfill contracts, when recognized, associated with systems sales are expensed as sales commission and cost of revenue, respectively. In addition, incentives we provide to our customers, such as discounts and rebates, are recorded net to the revenue we have recognized on the solar power system.

of revenues is comprised primarily of cost of material, internal labor costs, third-party subcontractors, design services, engineering personnel and employee-related expenses associated with permitting services, associated warranty costs, freight and delivery costs, depreciation, and amortization of internally developed software. Cost of revenues from these services is recognized when we transfer control of the product to the customer, which is generally upon installation.

commissions are direct and incremental costs of obtaining customer contracts. These costs are paid to internal sales teams and third-party vendors who source residential customer contracts for the sale of solar energy systems.

and marketing expenses primarily consist of personnel related costs, including salaries and employee benefits, stock-based compensation, and other promotional and advertising expenses. We expense certain sales and marketing, including promotional expenses, as incurred.

and administrative expenses consist primarily of personnel and related expenses for employees, in our finance, research, engineering, and administrative teams including salaries, bonuses, payroll taxes, and stock-based compensation. It also consists of legal, consulting, and professional fees, rent expenses pertaining to our offices, business insurance costs and other costs.

expense primarily relates to interest expense on the issuance of debt and convertible notes and the amortization of debt issuance costs.

expense, net consists of changes in the fair value of our derivative liabilities in connection with our convertible notes and changes in the fair value of common stock warrant liabilities, forward purchase agreements, and SAFE Agreements.

tax expense primarily consists of income taxes in certain jurisdictions in which we conduct business.

Increase revenue and margin by

and margin by executing on 200,000-unit a battery storage opportunity - We have an opportunity to increase our revenue and margin in the battery space through our partnership with Enphase. By providing homeowners with an option to include battery storage as part of their solar system install, we believe there will be a greater need for battery storage as the demand and costs of energy will increase.

We entered into an Amended

entered into an Amended and Restated Business Combination Agreement with FACT, First Merger Sub, Second Merger Sub, and Solaria on October 3, 2022. The Merger was consummated on July 18, 2023. Upon the terms and subject to the conditions of the Merger, (i) First Merger Sub merged with and into SunPower Complete Solaria with SunPower Complete Solaria surviving as a wholly-owned subsidiary of FACT (the " First Merger "), (ii) immediately thereafter and as part of the same overall transaction, SunPower Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned subsidiary of FACT (the " Second Merger "), and FACT changed its name to "Complete Solaria, Inc." and Second Merger Sub changed its name to "CS, LLC" and (iii) immediately after the consummation of the Second Merger and as part of the same overall transaction, Solaria merged with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of FACT and changed its name to "The SolarCA LLC" (" Third Merger Sub "), with Third Merger Sub surviving as a wholly-owned subsidiary of FACT (the " Additional Merger ", and together with the First Merger and the Second Merger, the " Mergers ").

Mergers between SunPower Complete Solaria and FACT have been were accounted for as a reverse recapitalization. Under this method of accounting, FACT was treated as the acquired company for financial statement reporting purposes. This determination was primarily based on the Company having a majority of the voting power of the post-combination company, the Company's senior management comprising substantially all of the senior management of the post-combination company, and the Company's operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Mergers have been were treated as the equivalent of a capital transaction in which SunPower is issuing Complete Solaria issued stock for the net assets of FACT. The net assets of FACT have been were stated at historical cost, with no goodwill or other intangible assets recorded.

October 2023, we completed the divestiture of our solar panel business to Maxeon (" Divestiture "), pursuant to the terms of a disposal agreement (" the Disposal Agreement. "). Under the terms of the Disposal Agreement, Maxeon agreed to acquire from the Company certain assets and employees of Complete Solaria, for an aggregate purchase price of approximately $11.0 million consisting of 1,100,000 shares of Maxeon ordinary shares. We determined that the criteria were met for discontinued operations classification as the divestiture represented a strategic shift in our business. In connection with the Divestiture, we recognized a loss from discontinued operations of $2.0 million and $173.4 million in the fiscal years ended December 29, 2024 and December 31, 2023, respectively. We also sold all the Maxeon shares in the year ended December 31, 2023, and recorded a $4.2 million loss on the sale of these shares in our consolidated statements of operations and comprehensive loss.

In connection with the Divestiture, we recognized a loss from discontinued operations of $1.1 million, $2.0 million and $173.4 million in the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, respectively. We also sold all the Maxeon shares in the year ended December 31, 2023, and recorded a $4.2 million loss on the sale of these shares in our consolidated statements of operations and comprehensive loss.

Assets of SunPower Debtors

September 30, 2024, we acquired the SunPower Businesses for consideration of $54.5 million which we financed through the issuance of $66.8 million of 7.0% senior unsecured convertible notes in September 2024. These notes mature on July 1, 2029 and are convertible into shares of the Company's common stock at the option of the holder at a current conversion rate of $1.71 per share. The SunPower Businesses operated as a solar technology and energy services provider that offered fully integrated solar, storage, and home energy solutions to customers in the United States through an array of hardware, software, and "Smart Energy" solutions. This transaction was accounted for as a business combination under Accounting Standards Codification ("ASC") 805, Business Combinations .

September 24, 2025, we acquired all of the membership interests in Sunder Energy LLC ("Sunder") for consideration of $57.8 million. We financed this transaction through (1) $20.7 million in cash, subject to certain working capital and other adjustments; (2) a promissory note to the seller in the principal amount of $20.0 million ("Seller Note"); and (3) 10.0 million shares of the Company's common stock valued at $17.1 million (based on the $1.71 closing share price of the Company's common stock on September 24, 2025). We issued 3.3 million shares at the acquisition date and will issue the remaining shares in two equal tranches of 3.3 million shares at 12 months and 18 months following the date of acquisition. Sunder is a solar sales company. Sunder provides a third-party solar energy sales force to initiate and execute contracts with customers throughout the United States. Sunder's sales force works with solar installation companies in which Sunder acts as the agent for each transaction entered. Sunder earns revenue from contracts sold to customers for solar installations performed by third-party installation companies. We acquired Sunder as a strategic acquisition to expand its overall market share and its penetration into more U.S. states. We accounted for this transaction as a business combination under ASC 805.

November 21, 2025, we acquired all of the membership interests in Ambia Energy LLC ("Ambia") for consideration of $33.4 million. We financed this acquisition through the issuance of 10.2 million shares of our common stock with a fair value of $16.5 million on the date of acquisition and an agreement to issue an additional $16.9 million in shares of our common stock in two tranches with the final issuance on the 12-month anniversary of the Ambia closing. Ambia is a residential solar energy system installer and operates in various markets throughout the United States.

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accounting policies and estimates

discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could have reasonably used different accounting estimates, and in other instances, changes in the accounting estimates are reasonably likely to occur from period-to-period. Actual results could differ significantly from our estimates. Our future financial statements will be affected to the extent that our actual results materially differ from these estimates. For further information on all of our significant accounting policies, see Note 2 – Summary of Significant Accounting Policies, to our consolidated financial statements included elsewhere herein. We believe that policies associated with our revenue recognition and business combination have the greatest impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

believe that policies associated with our revenue recognition and business combination have the greatest impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

is recognized for Residential Solar Installation and New Home Business when a customer obtains control of promised products and services and we have satisfied our performance obligations which is the date by which substantially all of our design and installation is complete for a fully functioning solar power system to interconnect to the local power grid.

includes the design of a solar energy system, the delivery of the components of the solar energy system (i.e., photovoltaic system, inverter, battery storage, etc.), installation services and services facilitating the connection of the solar energy system to the power grid. We account for these services as inputs to a combined output, resulting in a single service-based performance obligation.

amount of revenue recognized reflects the consideration which we expect to be entitled to receive in exchange for the products and services.

To achieve this core principle, we apply the following five steps:

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and 375 more changes in the filing

Executive compensation 72 changes

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Incentive Equity Plan

July 2023, our Board adopted and our stockholders approved the 2023 Plan. The 2023 Plan became effective immediately upon the closing.

At our 2025 annual meeting of stockholders, our stockholders approved an amendment to the 2023 Plan to reserve an additional 21,555,584 shares of common stock for issuance under the 2023 Plan, and the 2023 Plan was so amended in May 2025.

named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by SunPower during fiscal 2024 or 2025. The SunPower Board of Directors may elect to provide officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in SunPower's the Company's best interests.

named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by SunPower during fiscal 2024 or 2025.

named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by compensation has been and will continue to be an important foundation in executive compensation packages as SunPower believes it is important to maintain a strong link between executive incentives and the creation of stockholder value. SunPower believes that performance and equity-based compensation can be an important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting, motivating and retaining high-quality executives. In July 2023, our Board of Directors adopted the 2023 Equity Incentive Plan, as subsequently amended (the " 2023 Plan ") and the Employee Stock Purchase Plan (the " ESPP " The 2023 Plan and the ESPP became effective immediately upon the Closing of the Business Combination. At our 2025 annual meeting of stockholders, our stockholders approved an amendment to the 2023 Plan to reserve an additional 21,555,584 shares of common stock for issuance under the 2023 Plan, and the 2023 Plan was so amended in May 2025. ).

The 2023 Plan and the ESPP became effective immediately upon the Closing of the Business Combination.

is a description of the 2023 Plan, the ESPP, our Complete Solaria's 2022 Stock Plan (the " 2022 Plan "), our Complete Solaria's 2011 Stock Plan (the " 2011 Plan "), our Complete Solaria's 2016 Stock Plan (the " 2016 Plan ") and our Complete Solaria's 2006 Stock Plan (the " 2006 Plan ").

The 2022 Plan is the successor of the 2021 Stock Plan of Legacy Complete Solaria, which was amended and assumed by us Complete Solaria in connection with a merger transaction completed prior to the Business Combination (the " Prior Transaction "). The 2011 Plan is the 2011 Stock Plan of Legacy by Complete Solaria that was assumed in (the " Prior Transaction The 2022 Plan, 2016 Plan, 2011 Plan and 2006 Plan are collectively referred to as the " Legacy Plans ").

The 2011 Plan is the 2011 Stock Plan of Legacy Complete Solaria that was assumed by Complete Solaria in the Prior Transaction. The 2022 Plan, 2016 Plan, 2011 Plan and 2006 Plan are collectively referred to as the " Legacy Plans ".

2016 Plan and the 2006 Plan are the stock plans of Solaria that were assumed by us Complete Solaria (n/k/a SunPower) in the Prior Transaction.

July 2023, our Board of Directors adopted and our stockholders approved the 2023 Plan. The 2023 Plan became effective immediately upon the closing. At our 2025 annual meeting of stockholders, our stockholders approved the first amendment to the 2023 Plan and at our special meeting of stockholders in March 2026, our stockholders approved the second amendment to the 2023 Plan. As amended, a total of 44,573,109 shares of common stock are reserved for issuance under the 2023 Plan.

Any individual who is an employee of SunPower the Company or any of its affiliates, or any person who provides services to SunPower the Company or its affiliates, including consultants and members of our the Company's Board, is eligible to receive awards under the 2023 Plan at the discretion of the plan administrator.

The 2023 Plan provides for the grant of incentive stock options (" ISOs "), within the meaning of Section 422 of the Code to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (" NSOs "), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of SunPower's the Company's affiliates.

Shares . A maximum number of 32,702,618 44,573,109 shares of the Company's common stock may be issued under the 2023 Plan (which number of shares of common stock includes additional shares of common stock available for issuance as a result of the automatic increase thereto as of January 1, 2025 2026 as contemplated by the next sentence). In addition, the number of shares of the common stock reserved for issuance under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of (1) 4% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding year, or (2) a lesser number of shares of common stock determined by SunPower's Board prior to the date of the increase.

unused shares subject to stock awards granted under the 2023 Plan that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, canceled cancelled without having been fully exercised or forfeited, in any case, in a manner that results in SunPower the Company acquiring shares covered by the stock award at a price not greater than the price (as adjusted pursuant to the 2023 Plan) paid by the participant for such shares or not issuing any shares covered by the stock award, will, as applicable, become or again be available for stock award grants under the 2023 Plan.

Director Compensation Limit . The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and cash fees paid to such non-employee director, will not exceed (1) $1,000,000 in total value or (2) if such non-employee director is first appointed or elected to SunPower's the Company's Board during such calendar year, $1,500,000 in total value, in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.

Administration . SunPower's Board, or a duly authorized committee thereof, will administer the 2023 Plan and is referred to as the "plan administrator" herein. SunPower's The Company's Board may also delegate to one or more of SunPower's the Company's officers the authority to (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2023 Plan, the SunPower Company's Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award.

Options . ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the 2023 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of the Company's common stock on the date of grant. Options granted under the 2023 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

plan administrator determines the term of stock options granted under the 2023 Plan, up to a maximum of 10 years. Unless the terms of an optionholder's stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder's service relationship with SunPower the Company or any of SunPower's the Company's affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws. Unless the terms of an optionholder's stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder's service relationship with SunPower the Company or any of SunPower's the Company's affiliates ceases due to death or disability, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death, or 12 months following the date of disability. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term.

consideration for the purchase of the Company's common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of the Company's common stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO or (5) other legal consideration approved by the plan administrator.

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Limitations on ISOs . The aggregate fair market value, determined at the time of grant, of SunPower's the Company's common stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of SunPower's the Company's stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of SunPower's the Company's total combined voting power or that of any of SunPower's the Company's parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

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Amendment or Termination . SunPower's Board has the authority to amend, suspend, or terminate the 2023 Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant's written consent.

ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code. The administrator may specify offerings with a duration of not more than 27 months and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of common stock will be purchased for the employees who are participating in the offering.

Restricted stock unit awards will generally be granted in consideration for a participant's services, but may be granted in consideration for any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of shares of the Company's common stock, a combination of cash and shares of the Company's Common Stock as determined by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement or by the plan administrator, restricted stock unit awards that have not vested will be forfeited once the participant's continuous service ends for any reason.

Stock Awards . Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, services to us, or any other form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant's service relationship with SunPower the Company ends for any reason, SunPower the Company may receive any or all of the shares of the Company's Common Stock held by the participant that have not vested as of the date the participant terminates service with SunPower the Company through a forfeiture condition or a repurchase right.

Appreciation Rights . Stock appreciation rights are granted under stock appreciation right rights agreements adopted by the plan administrator.

The plan administrator determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of the Company's Common Stock on the date of grant. A stock appreciation right granted under the 2023 Plan vests at the rate specified in the stock appreciation right rights agreement as determined by the plan administrator. Stock appreciation rights may be settled in cash or shares of the Company's Common Stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right rights agreement.

plan administrator determines the term of stock appreciation rights granted under the 2023 Plan, up to a maximum of 10 years. Unless the terms of a participant's stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant's service relationship with SunPower the Company or any of its affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. Unless the terms of a participant's stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant's service relationship with SunPower the Company or any of its affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.

Awards . The 2023 Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Company's common stock.

Stock Awards . The plan administrator may grant other awards based in whole or in part by reference to the Company's common stock. The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

to Capital Structure . In the event there is a specified type of change in the capital structure of SunPower, the Company, such as a stock split, reverse stock split, or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares subject to the 2023 Plan, (2) the class(es) and maximum number of shares that may be issued pursuant to the exercise of incentive stock options, and (3) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Transactions . The following applies to stock awards under the 2023 Plan in the event of a corporate transaction (as defined in the 2023 Plan), unless otherwise provided in a participant's stock award agreement or other written agreement with SunPower the Company or one of its affiliates or unless otherwise expressly provided by the plan administrator at the time of grant.

the event of a corporate transaction, any stock awards outstanding under the 2023 Plan may be assumed, or continued by any surviving or acquiring corporation (or its parent company), or new awards may be issued by such surviving or acquiring corporation (or its parent company) in substitution of such awards, and any reacquisition or repurchase rights held by SunPower the Company with respect to the stock award may be assigned to SunPower's the Company's successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level of performance, vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by SunPower the Company with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction). Any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by SunPower the Company with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) the per share amount payable to holders of the Company's common stock in connection with the corporate transaction, over (ii) if applicable, any per share exercise price payable by such holder.

Amendment or Termination . The Company's Board has the authority to amend, suspend, or terminate the 2023 Plan at any time, provided that such action does not materially impair the existing rights of any participant without such participant's written consent. Certain material amendments also require approval of SunPower's the Company's stockholders. No ISOs may be granted after the tenth anniversary of the date the Board adopts the 2023 Plan. No stock awards may be granted under the 2023 Plan while it is suspended or after it is terminated.

Solaria 2023 Employee Stock Purchase Plan

July 2023, the SunPower our Board of Directors adopted and our stockholders approved the 2023 Employee Stock Purchase Plan (the " ESPP ").

The ESPP became effective immediately upon the Closing of the Business Combination.

SunPower's The Board of Directors, or a duly authorized committee thereof, will administer administers the ESPP.

SunPower's Our employees and the employees of any of its our designated affiliates, as designated by SunPower's the Board of Directors, will be eligible to participate in the ESPP, provided they may have to satisfy one or more of the following service requirements before participating in the ESPP, as determined by the administrator: (1) customary employment with SunPower the Company or one of its affiliates for more than 20 hours per week and five or more months per calendar year or (2) continuous employment with SunPower the Company or one of its affiliates for a minimum period of time, not to exceed two years, prior to the first date of an offering. In addition, SunPower's the Board of Directors may also exclude from participation in the ESPP or any offering, employees who are "highly compensated employees" (within the meaning of Section 423(b)(4)(D) of the Code) or a subset of such highly compensated employees. If this proposal is approved by the stockholders, all the employees of SunPower and its related corporations will be eligible to participate in the ESPP following the Closing. An employee may not be granted rights to purchase stock under the ESPP (a) if such employee immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of SunPower's capital the Company's common stock or (b) to the extent that such rights would accrue at a rate that exceeds $25,000 worth of SunPower capital the Company's common stock for each calendar year that the rights remain outstanding.

ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code. The administrator may specify offerings with a duration of not more than 27 months and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of the Company's common stock will be purchased for the employees who are participating in the offering. The administrator, in its discretion, will determine the terms of offerings under the ESPP. The administrator has the discretion to structure an offering so that if the fair market value of a share of SunPower's the Company's common stock on any purchase date during the offering period is less than or equal to the fair market value of a share of SunPower's the Company's common stock on the first day of the offering period, then that offering will terminate immediately, and the participants in such terminated offering will be automatically enrolled in a new offering that begins immediately after such purchase date.

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SunPower Board adopted, and SunPower's stockholders approved, the 2022 Plan in October 2022 in connection with the Required Transaction.

The 2022 Plan amended and restated 2021 Stock Plan of the Company.

(5) other previously owned SunPower shares; (6) a cashless exercise; (7) such other consideration and method of payment permitted under applicable laws; or (8) any combination of the foregoing methods of payment.

Deductions. . The ESPP permits participants to purchase shares of the Company's common stock through payroll deductions. Unless otherwise determined by the administrator, the purchase price of the shares will be 85% of the lower of the fair market value of the Company's common stock on the first day of an offering or on the date of purchase. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares, without interest. Participation ends automatically upon termination of employment with SunPower the Company and its related corporations.

Participants may withdraw from an offering by delivering a withdrawal form to SunPower the Company and terminating their contributions. Such withdrawal may be elected at any time prior to the end of an offering, except as otherwise provided by the plan Administrator. Upon such withdrawal, SunPower the Company will distribute to the employee his or her accumulated but unused contributions without interest, and such employee's right to participate in that offering will terminate. However, an employee's withdrawal from an offering does not affect such employee's eligibility to participate in any other offerings under the ESPP.

of Employment. A participant's rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer employed by SunPower the Company or any of its parent or subsidiary companies (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. In such event, SunPower the Company will distribute to the participant his or her accumulated but unused contributions, without interest.

Transactions. . In the event of certain specified significant corporate transactions, such as a merger or change in control, a successor corporation may assume, continue, or substitute each outstanding purchase right. If the successor corporation does not assume, continue, or substitute for the outstanding purchase rights, the offering in progress will be shortened and the participants' accumulated contributions will be used to purchase shares of the Company's common stock within ten business days (or such other period specified by the plan administrator) prior to the corporate transaction, and the participants' purchase rights will terminate immediately thereafter.

and Termination. SunPower's The Board of Directors has the authority to amend, suspend, or terminate the ESPP, at any time and for any reason, provided certain types of amendments will require the approval of SunPower's the Company's stockholders. Any benefits, privileges, entitlements and obligations under any outstanding purchase rights granted before an amendment, suspension or termination of the ESPP will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such purchase rights were granted, (ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental regulations, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. The ESPP will remain in effect until terminated by SunPower's the Board of Directors in accordance with the terms of the ESPP.

Termination and No Further Grants Under 2022 Stock Plan. Complete Solaria's Board of Directors adopted, and Complete Solaria's stockholders approved, the 2022 Plan in October 2022 in connection with the Prior Transaction. The 2022 Plan amended and restated Legacy Complete Solaria's 2021 Stock Plan.

2022 Plan terminated when the 2023 Plan became effective upon the consummation of the Business Combination. However, any outstanding awards granted under the 2022 Plan remain outstanding, subject to the terms of SunPower's Complete Solaria's 2022 Plan and award agreements, until such outstanding options are exercised or until any awards terminate or expire by their terms.

of April 30, December 28, 2025, there were outstanding awards relating to 3,265,128 305,749 shares of the Company's common stock under the 2022 Plan and the other Legacy Plans, collectively.

Awards. The 2022 Plan provides for the grant of incentive stock options (" ISOs ") and nonstatutory stock options to purchase shares of the Company's common stock and restricted stock awards (collectively, " stock awards ").

ISOs may be granted only to the Company's employees and the employees of any parent corporation or subsidiary corporation. All other awards may be granted to the Company's employees, non-employee directors and consultants and the employees and consultants of the Company's affiliates.

Awards . The 2022 Plan provides for the grant of ISOs and nonstatutory stock options to purchase shares of common stock and restricted stock awards (collectively, " stock awards "). ISOs may be granted only to SunPower employees and the employees of any parent corporation or subsidiary corporation. All other awards may be granted to SunPower employees, non-employee directors and consultants and the employees and consultants of SunPower affiliates. SunPower has granted stock options and restricted stock awards under the 2022 a stock award granted under the 2022 Plan expires or otherwise terminates without being exercised in full, or is settled in cash, the shares of the Company's common stock not acquired pursuant to the stock award again will become available for subsequent issuance under the 2022 Plan (in the event that the 2023 Plan does not become effective as described in the preceding paragraph). In addition, the following types of shares of the Company's common stock under the 2022 Plan may become available for the grant of new stock awards under the 2022 Plan: (1) shares that are forfeited to or repurchased by SunPower the Company prior to becoming fully vested; (2) shares retained to satisfy income or employment withholding taxes; (3) shares retained to pay the exercise or purchase price of a stock award; or (4) shares surrendered pursuant to an option exchange program.

or (4) shares surrendered pursuant to an option exchange program.

The SunPower Board of Directors, or a duly authorized committee thereof, has the authority to administer the 2022 Plan. The SunPower Board of Directors may also delegate to one or more officers the authority to (1) designate employees (other than other officers or directors) to be recipients of certain stock awards, and (2) grant stock awards to such individuals within parameters specified by the Board of Directors. Subject to the terms of the 2022 Plan, the plan administrator determines the award recipients, dates of grant, the numbers and types of stock awards to be granted and the applicable fair market value and the provisions of the stock awards, including the period of their exercisability, the vesting schedule applicable to a stock award and any repurchase rights that may apply. The plan administrator has the authority to modify outstanding awards, including reducing the exercise, purchase or strike price of any outstanding stock award, canceling any outstanding stock award in exchange for new stock awards, cash or other consideration or taking any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any adversely affected participant.

Options. . ISOs and NSOs are granted pursuant to stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for a stock option, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of the Company's common stock on the date of grant. Options granted under the 2022 Plan vest at the rate specified by the plan administrator.

plan administrator determines the term of stock options granted under the 2022 Plan, up to a maximum of ten years. Unless the terms of an optionholder's stock option agreement provide otherwise, if an optionholder's service relationship with us, or any of SunPower's the Company's affiliates, ceases for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. The option term may be extended in the event that the exercise of the option following such a termination of service is prohibited by applicable securities laws. If an optionholder's service relationship with SunPower the Company or any of its affiliates ceases due to disability or death, or an optionholder dies within 3 months following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 12 months following such disability or death. In the event of a termination for cause, options generally terminate immediately upon the termination of the individual for cause. In no event may an option be exercised beyond the expiration of its term.

consideration for the purchase of the Company's common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include: (1) cash; (2) check; (3) to the extent permitted under applicable laws, a promissory note; (4) cancellation of indebtedness; (5) other previously owned Company shares; (6) a cashless exercise; (7) such other consideration and method of payment permitted under applicable laws; or (8) any combination of the foregoing methods of payment.

Limitations on Incentive Stock Options. . The aggregate fair market value, determined at the time of grant, of the Company's common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all SunPower the Company's stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the total combined voting power of SunPower the Company or that of any of its affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

Stock Option Limit. . The maximum number of shares of the Company's common stock that may be issued upon the exercise of ISOs under the 2022 Plan is 6,677,960 shares plus, to the extent permitted by applicable law, any shares that again become available for issuance under the 2022 Plan.

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The permissible consideration for restricted stock awards are is the same as apply to stock options. Common stock acquired under a restricted stock award may, but need not, be subject to a share repurchase option in SunPower's the Company's favor in accordance with a vesting schedule to be determined by the plan administrator. A restricted stock award may be transferred only upon such terms and conditions as set by the plan administrator. Except as otherwise provided in the applicable award agreement, restricted stock awards that have not vested may be forfeited or repurchased by SunPower the Company upon the participant's cessation of continuous service for any reason.

to Capital Structure. . In the event that there is a specified type of change in SunPower's the Company's capital structure, including without limitation a stock split or recapitalization, extraordinary divided payable in a form other than shares in an amount that has a material effect on the fair market value of the Company's common stock, or any increase or decrease in the number of issued shares effected without receipt of consideration by SunPower, the Company, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the 2022 Plan, and (2) the class and number of shares and price per share of stock (including any repurchase price per share) subject to outstanding stock awards.

Transactions. . The 2022 Plan provides that in the event of certain specified significant corporate transactions, unless otherwise provided in an award agreement or other written agreement between SunPower the Company and the award holder, each outstanding award (vested or unvested) will be treated as the plan administrator determines, including (without limitation) taking one or more of the following actions with respect to each stock award, contingent upon the closing or completion of the transaction: (1) arranging for the assumption, continuation or substitution of the stock award by a successor corporation, (2) arranging for the assignment of any reacquisition or repurchase rights held by SunPower the Company in respect of the Company's common stock issued pursuant to the stock award to a successor corporation, or (3) canceling the stock award in exchange for a cash payment, or no payment, as determined by the plan administrator (including a payment equal to the excess, if any, of the fair market value of the shares as of the closing date of such corporate transaction over any exercise or purchase price payable by the holder (which payment may be delayed to the same extent that payment of consideration to the holders of the Company's common stock in connection with the transaction is delayed as a result of any escrow, holdback, earnout or similar contingencies). The plan administrator is not obligated to treat all stock awards or portions thereof in the same manner, and the plan administrator may take different actions with respect to the vested and unvested portions of a stock award.

the 2022 Plan, a significant corporate transaction is generally the consummation of (1) a transfer of all or substantially all of SunPower's the Company's assets, (2) the consummation of a transaction, or series of related transactions, in which any person becomes the beneficial owners of more than 50% of SunPower's the Company's then-outstanding capital stock, or (3) a merger, consolidation or other capital reorganization or business combination transaction of SunPower the Company with our into another corporation, entity or person.

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and Termination. . The SunPower Board of Directors has the authority to amend, suspend or terminate the 2022 Plan, provided that, with certain exceptions, such action does not impair the existing rights of any participant without such participant's written consent. Certain material amendments also require the approval of SunPower's our stockholders. Unless terminated sooner by the SunPower Board of Directors, the 2022 Plan will automatically terminate in October 2032. No stock awards may be granted under the 2022 Plan while it is suspended or terminated.

Termination and No Further Grants under 2011 Stock Plan. Legacy Complete Solar's Solaria's Board of Directors adopted the 2011 Plan in January 2011 and was amended from to time by Legacy Complete Solar's Solaria's Board of Directors and its stockholders. The 2011 Plan was terminated in November, 2021 in connection with SunPower's adoption of the 2022 Plan, and no new awards may be granted under it. The 2011 Plan was assumed by SunPower in connection with the Required Transaction.

2011 Plan was terminated in November 2021 in connection with Complete Solaria's adoption of the 2022 Plan, and no new awards may be granted under it. The 2011 Plan was assumed by Complete Solaria in connection with the Prior Transaction. Outstanding awards granted under the 2011 Plan remain outstanding, subject to the terms of the 2011 Plan and award agreements, until such outstanding options are exercised or terminate or expire by their terms. As of April 30, 2025, there were outstanding awards relating to 3,265,128 shares of common stock under the 2011 Plan and the other Legacy Plans, collectively.

of December 28, 2025, there were outstanding awards relating to 305,749 shares of our common stock under the 2011 Plan and the other Legacy Plans, collectively.

Administration. . SunPower's The Board of Directors or a duly authorized committee of the Board of Directors administers the 2011 Plan and the awards granted under it.

Capitalization 3 changes

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Notwithstanding the foregoing, to the extent that stock awards will terminate if not exercised prior to the effective time of a corporate transaction, our Board of Directors may provide that such awards will be canceled cancelled for a payment equal to the excess, if any, of the value of the property the holder would have received upon exercise of such award over any exercise price payable.

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in connection with our acquisition of Cobalt, on February 2, 2026, we agreed to make made inducement grants to two key employees of Cobalt as a material inducement to employment with SunPower following its acquisition of Cobalt. These inducement grants consist of RSUs for a total of 850,000 shares of SunPower common stock, with 20% of the RSUs vesting one year after grant and the remainder vesting in equal monthly installments thereafter until the fifth anniversary of the grant date, with such vesting subject to the RSU recipient's continuous service through each vesting date.

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Directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of the Company's Common Stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the Director or executive officer when entering into the plan, without further direction from them. The Director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. SunPower's Directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our insider trading policy.

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Related-party transactions 37 changes

than the compensation arrangements for our directors and executive officers, which are described in the section titled "Executive Compensation," below is a description of transactions since January 1, December 30, 2024, the beginning of fiscal year 2025, to which we were a party, in which:

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Indebtedness Payable to the Rodgers Massey Revocable Living Trust principal portion of the SCI Debt owing to the Rodgers Massey Revocable Living Trust of $1.5 million (plus accrued interest) remained outstanding as of December 28, 2025 and is outstanding as of the date of Registration Statement. the filing date of this post-effective amendment. The outstanding amount, plus accrued interest, is due on demand to the Rodgers Massey Revocable Living Trust. Thurman J. Rodgers is a trustee of the Rodgers Massey Revocable Living Trust, and he is the Executive Chairman of our Board of Directors and our Chief Executive Officer.

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The November 2025 Note sets forth certain events of default after which the note may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the November 2025 Note becomes automatically due and payable. If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, the November 2025 Note shall automatically become due and payable. If an event of default with respect to the November 2025 Note, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, a holder may at its option declare the note to be immediately due and payable.

January 29, 2026, SunPower issued a convertible promissory note in the original principal amount of $3,300,000 (the " January 2026 Note ") to a trust controlled by Thurman J. Rodgers. our Chief Executive Officer and Executive Chairman. The January 2026 Note bears a 12% 12.0% interest rate. The January 2026 Note is a general unsecured obligation of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased. Interest on the January 2026 Note will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1, 2026. The January 2026 Note is convertible at the option of the holder at any time prior to the payment of the payment of the principal amount of the January 2026 Note in full. Upon conversion of the January 2026 Note, the Company will satisfy its conversion obligation by delivering shares of its common stock and paying cash in respect of any fractional shares.

Interest on the January 2026 Note will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1, 2026.

The January 2026 Note is convertible at the option of the holder at any time prior to the payment of the principal amount of the January 2026 Note in full. Upon conversion of the January 2026 Note, the Company will satisfy its conversion obligation by delivering shares of its common stock and paying cash in respect of any fractional shares. The conversion rate of the January 2026 Note is initially equal to 504.5405 540.5405 shares of common stock per $1,000 principal amount due under note. The conversion rate shall be subject to adjustment from time to time pursuant to the terms of the January 2026 Note. We may not redeem the January 2026 Note prior to July 5, 2026. We may redeem for cash all (but not less than all) of the, at our option, (i) on or after July 5, 2026 and prior to July 1, 2027, if the last reported sale price of our common stock has been at least 150% of the conversion price for the January 2026 Note then in effect and (ii) on or after July 5, 2027 and prior to the maturity date for the January 2026 Note if the last reported sale price of our common stock has been at least 130% of the conversion price for the Note then in effect, in each case of (i) and (ii), for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the note, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the January 2026 Note. If we undergo a change of control (as defined in the January 2026 Note), then, subject to certain conditions and except as described in the note, the holder may require the Company to redeem for cash all (but not less than all) of the note at a price equal to 100% of the principal amount of the January 2026 Note. The January 2026 Note sets forth certain events of default after which the note may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the January 2026 Note becomes automatically due and payable. If certain bankruptcy and insolvency-related insolvency- related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, the January 2026 Note shall automatically become due and payable. If an event of default with respect to the January 2026 Note, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, a holder may at its option declare the note to be immediately due and payable.

November 20, 2025, SunPower issued a convertible promissory note in the original principal amount of $2,000,000 (the " November 2025 Note ") to a trust controlled by Thurman J. Rodgers. The November 2025 Note bears a 12.0% interest rate. The November 2025 Note is a general unsecured obligation of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased.

July 10, 2025, we issued a convertible promissory note in the original principal amount of $5,000,000 (the " July 2025 Note ") to a trust controlled by Thurman J. Rodgers, the Company's Chief Executive Officer and a Director. The July 2025 Note bears a 12% Interest rate. The July 2025 Note is a general unsecured obligation of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased. Interest on the July November 2025 Note will accrue at a rate of 12.00% per year from July 1, 2024 and will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2026. The July November 2025 Note is convertible at the option of the holder at any time prior to the payment of the payment of the principal amount of the July 2025 Note in full. Upon conversion of the November 2025 Note, SunPower the Company will satisfy its conversion obligation by delivering shares of its common stock and paying cash in respect of any fractional shares. The conversion rate of the July November 2025 Note is initially equal to 558.6592 626.9592 shares of common stock per $1,000 principal amount due under the note. The conversion rate shall be subject to adjustment from time to time pursuant to the terms of the July November 2025 Note. We may not redeem the July November 2025 Note prior to July 5, 2026. We may redeem for cash all (but not less than all) of the, at our option, (i) on or after July 5, 2026 and prior to July 1, 2027, if the last reported sale price of our common stock has been at least 150% of the conversion price for the July November 2025 Note then in effect and (ii) on or after July 5, 2027 and prior to the maturity date for the July November 2025 Note if the last reported sale price of our common stock has been at least 130% of the conversion price for the Note then in effect, in each case of (i) and (ii), for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the note, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the July November 2025 Note. If we undergo a change of control (as defined in the July November 2025 Note), then, subject to certain conditions and except as described in the note, the holder may require the Company to redeem for cash all (but not less than all) of the note at a price equal to 100% of the principal amount of the July November 2025 Note. The July November 2025 Note sets forth certain events of default after which the note may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the July November 2025 Note becomes automatically due and payable. If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, the November 2025 Note shall automatically become due and payable. If an event of default with respect to the November 2025 Note, other than certain bankruptcy and insolvency- related events of default with respect to the Company, occurs and is continuing, a holder may at its option declare the note to be immediately due and payable.

November 20, July 10, 2025, SunPower we issued a convertible promissory note in the original principal amount of $2,000,000 $5,000,000 (the " November July 2025 Note ") to a trust controlled by Thurman J. Rodgers. our Chief Executive Officer and Executive Chairman. The November July 2025 Note bears a 12% 12.0% interest rate. The November July 2025 Note is a general unsecured obligation of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased. Interest on the November July 2025 Note will be accrues at a rate of 12.00% per year from July 1, 2024 and is payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2026. The November July 2025 Note is convertible at the option of the holder at any time prior to the payment of the payment of the principal amount of the July 2025 Note in full. Upon conversion of the November July 2025 Note, the Company will satisfy its conversion obligation by delivering shares of its the Company's common stock and paying cash in respect of any fractional shares. The conversion rate of the November July 2025 Note is initially equal to 626.9592 558.6592 shares of common stock per $1,000 principal amount due under the July 2025 Note. The conversion rate shall be subject to adjustment from time to time pursuant to the terms of the November July 2025 Note. We The Company may not redeem the November July 2025 Note prior to July 5, 2026. We The Company may redeem for cash all (but not less than all) of the July 2025 Note, at our option, (i) its option,(i) on or after July 5, 2026 and prior to July 1, 2027, if the last reported sale price of our the common stock has been at least 150% of the conversion price for the November July 2025 Note then in effect and (ii) on or after July 5, 2027 and prior to the maturity date for the November July 2025 Note if the last reported sale price of our the common stock has been at least 130% of the conversion price for the July 2025 Note then in effect, in each case of (i) and (ii), for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the July 2025 Note, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the November July 2025 Note. If we undergo the Company undergoes a change of control (as defined in the November July 2025 Note), then, subject to certain conditions and except as described in the July 2025 Note, the holder may require the Company to redeem for cash all (but not less than all) of the July 2025 Note at a price equal to 100% of the principal amount of the November July 2025 Note. The July 2025 Note sets forth certain events of default after which the July 2025 Note may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the July 2025 Note becomes automatically due and payable. If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, the July 2025 Note shall automatically become due and payable.

If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, the July 2025 Note shall automatically become due and payable. If an event of default with respect to the July 2025 Note, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, a holder may at its option declare the July 2025 Note to be immediately due and payable.

July 1, 2024, we entered into Note Purchase Agreements and the Exchange Agreement (together the " July 2024 Purchase Agreement "), pursuant to which we issued to certain accredited investors and qualified institutional buyers approximately $50.0 million in aggregate principal amount in July 2024 Notes. A trust controlled by Thurman J. Rodgers – our Chief Executive Officer and Chairman – holds $18,000,000 principal amount of the July 2024 Notes. The July 2024 Notes accrue interest at the rate of 12.0% annually, which will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1, 2025, and the trust controlled by Mr. Rodgers received such interest payments during 2025 and will be entitled to such interest payments during 2026. The July 2024 Notes are convertible at the option of the holders at any time prior to the payment of the payment of the principal amount of such convertible note in full.

The July 2024 Notes accrue interest at the rate of 12.0% annually, which will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1, 2025, and the trust controlled by Mr. Rodgers received such interest payments during 2025 and will be entitled to such interest payments during 2026. The July 2024 Notes are convertible at the option of the holders at any time prior to the payment of the principal amount of such convertible note in full. Upon conversion of any convertible note, we will satisfy its conversion obligation by delivering shares of common stock and paying cash in respect of any fractional shares. The conversion rate for the convertible notes is initially equal to 595.2381 shares of common stock per $1,000 principal amount due under the convertible notes. The conversion rate shall be subject to adjustment from time to time pursuant to the terms of the convertible notes.

The conversion rate shall be subject to adjustment from time to time pursuant to the terms of the convertible notes.

Senior Unsecured Convertible Notes issued to Affiliates

September 8, 2024 September 11, 2024 and September 22, 2024, 2025, we entered into note purchase agreements with certain accredited investors and qualified institutional buyers relating to the sale and issuance of $80.0 million in aggregate principal amount of our 7.0% senior unsecured convertible notes (" 7% Notes "). In September 2024, the Company issued $4.0 million principal amount of the 7% Notes to the Rodgers Family and Free Markets Charitable Trust, and the Company issued $4.0 million principal amount of the 7% Notes to the Rodgers Massey Revocable Living Trust. Thurman J. Rodgers is the Chief Executive Officer, a member of the Board of Directors, and trustee of each of the Rodgers Family and Free Markets Charitable Trust and the Rodgers Massey Revocable Living Trust. Mr. Rodgers and his affiliated trusts hold more than 5% holder of our capital stock. Additionally, the Company also issued $750,000 principal amount of the 7% Notes to the Dan and Kathy McCranie 2000 Revocable Trust, for which J. Daniel McCranie serves as trustee. Mr. McCranie was appointed to serve as a director of the Company on January 24, 2025.

Mr. McCranie was appointed to serve as a director of the Company on January 24, 2025.

on the 7% Notes accrues at a rate of 7.00% per year from September 16, 2024 and will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2025. The trusts affiliated with Mr. Rodgers and Mr. McCranie received such interest payments during 2025 and will be entitled to such interest payments during 2026. On or after September 16, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, Holders of the 7% Notes may convert all or any portion of their 7% Notes 7%Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company's election, in the manner and subject to the terms, conditions and limitations provided in the indenture governing the 7% Notes (the " 7% Notes Indenture "). On December 18, 2024, at our annual meeting of stockholders, our stockholders approved the issuance of shares of our common stock upon conversion of the 7% Notes in excess of the limitations otherwise applicable under the 7% Notes Indenture as a result of Nasdaq Listing Rule 5635(d)(2). As a result of this stockholder approval, we will seek approval to amend the 7% Notes Indenture to enable the earlier conversion of the 7% Notes.

conversion rate for the 7% 2024 Notes is was initially 467.8363 shares of common stock per $1,000 principal amount of 7% Notes. The conversion rate for the 7% Notes is subject to adjustment from time to time in accordance with the terms of the 7% Notes Indenture, and currently the 7% Notes are convertible at the rate of 584.7953 shares of common stock per $1,000 principal amount of these notes. In addition, upon a conversion of the 7% Notes after September 16, 2025, following certain corporate events that occur prior to the maturity date of the 7% Notes or if the Company delivers a notice of redemption in respect of the 7% Notes, the Company will, under certain circumstances, increase the conversion rate of the 7% Notes for a holder who elects to convert its 7% Notes following September 16, 2025, in connection with such a corporate event that occurs prior to the maturity date, or if the Company delivers a notice of redemption in respect of the 7% Notes.

Convertible Senior Secured Notes Issued to Affiliates

April 21, 2026, the Company entered into note purchase agreements relating to the private offering of $41,000,000 aggregate principal amount of the Company's 10.00% Convertible Senior Secured Notes due 2029 (the " 10% Notes "), including $6,000,000 principal amount of Notes issuable to entities affiliated with Mr. Rodgers, the Company's Chief Executive Officer and Chairman pursuant to Note Purchase Agreements executed between the Company and such affiliated entities.

Company issued the 10% Notes pursuant to the terms and conditions of an Indenture (the " Secured Notes Indenture ") among the Company, the guarantor named therein, and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the " Trustee ") and as collateral agent (in such capacity, the " Collateral Agent "). The 10% Notes are senior, secured obligations of the Company and will mature on May 1, 2029, unless earlier converted, redeemed, or repurchased. Interest on the 10% Notes accrues at a rate of 10.00% per year from April 23, 2026 and will be payable quarterly in arrears on April 1, July 1, October 1, and January 1 of each year, beginning on July 1, 2026. Holders of the 10% Notes may convert all or any portion of their 10% Notes at any time, in integral multiples of $1,000 principal amount, for shares of common stock at the option of the holder.

conversion rate for the 10% Notes was initially 610.3143 shares of common stock per $1,000 principal amount of 10% Notes, which is equivalent to an initial conversion price of approximately $1.64 per share of common stock. The initial conversion price of the 10% Notes represents a premium of approximately 45% above the last reported sale price of the common stock on The Nasdaq Global Select Market on April 21, 2026. The conversion rate for the 10% Notes is subject to adjustment from time to time in accordance with the terms of the Secured Notes Indenture. In addition, following certain corporate events that occur prior to the maturity date of the 10% Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its 10% Notes in connection with such a corporate event, subject to a maximum conversion rate of 884.9557 shares of Common Stock per $1,000 principal amount of 10% Notes. The 10% Notes are not redeemable by the Company.

the Company undergoes a Fundamental Change (as defined in the Secured Notes Indenture), then, subject to certain conditions and except as described in the Secured Notes Indenture, holders of the 10% Notes may require the Company to repurchase for cash all or any portion of their 10% Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 10% Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

10% Notes are fully and unconditionally guaranteed by Complete Solar, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the " Guarantor "), subject to the terms of the Secured Notes Indenture. The 10% Notes and related guarantees are secured by first-priority liens on substantially all of the assets of the Company and the Guarantor, subject to certain exceptions.

April 8, 2026, the Company entered into a Simple Agreement for Future Equity (the "April 2026 SAFE") with a trust affiliated with Thurman J. Rodgers (the "Purchaser") in connection with the Purchaser investing $5.0 million in the Company. The April 2026 SAFE was converted and exchanged into $5.0 principal amount of the 10.0% Notes.

May 13, 2024, the Company entered into a Simple Agreement for Future Equity (the "Third SAFE") with a trust affiliated with Thurman J. Rodgers (the "Purchaser") in connection with the Purchaser investing $1.0 million in the Company. The Third SAFE was converted and exchanged into $1.0 principal amount of the 10.0% Notes.

January 31, 2024, we entered into the First SAFE with the Purchaser in connection with the Purchaser investing $1.5 million in the Company.

On February 15, 2024, we entered into the Second SAFE with the Purchaser in connection with the Purchaser investing $3.5 million in the Company. On April 21, 2024, we entered into an amendment for each of our First SAFE and Second SAFE to convert the invested amounts into 4,166,666 and 9,722,222 shares of our common stock, respectively.

previously entered into commercial agreements with SameDay Solar, a residential solar installer. William Anderson, a director and our former Chief Executive Officer, owns 60% of the equity securities of SameDay Solar, and he is the Chief Executive Officer of SameDay Solar.

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entered into new indemnification agreements with the directors and officers of SunPower following the Business Combination.

January 1, 2024, we have paid SameDay Solar a total of approximately $1,065,833. Since January 1, 2024, Mr. Anderson has received approximately $15,000 of remuneration from SameDay Solar relating to its relationship with the Company. Given his equity ownership, Mr. Anderson also has a 60% interest in SameDay Solar's profits and earnings.

have Company has entered into employment agreements with certain of its executive officers. For more information regarding these agreements with certain of our the Company's named executive officers, see the section titled " Employment Arrangements with Named Executive Officers. " Stock Option and Restricted Stock Unit Grants to Directors and Executive Officers The Company has granted stock options, to certain of its directors and executive officers. For more information regarding the restricted stock options and stock other equity-based awards granted to SunPower's certain of its Directors and named executive officers. see the section titled " Executive Compensation ."

For more information regarding the stock options and stock awards granted to the Company's Directors and named executive officers, see the section titled " Executive Compensation ."

Company has entered into indemnification agreements with its Directors and officers.

Company's certificate of incorporation contains provisions limiting the liability of its Directors, and SunPower's the Company's amended and restated bylaws provide that SunPower the Company will indemnify each of its Directors and officers to the fullest extent permitted under Delaware law. SunPower's The Company's amended and restated certificate of incorporation and amended and restated bylaws also provide the SunPower Board of Directors with discretion to indemnify SunPower's the Company's employees and other agents when determined appropriate by the SunPower Board of Directors.

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SunPower Board of Directors adopted a written related person transactions policy that sets forth SunPower's the Company's policies and procedures regarding the identification, review, consideration and oversight of "related person transactions." For purposes of the SunPower Company's policy only, a "related person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which SunPower the Company or any of its subsidiaries are participants involving an amount that exceeds $120,000, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees of indebtedness, subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class SunPower's the Company's voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to SunPower's the Company's Audit Committee (or, where review by SunPower's the Company's Audit Committee would be inappropriate, to another independent body of the SunPower Board of Directors) for review. To identify related person transactions in advance, SunPower the Company will rely on information supplied by SunPower's its executive officers, Directors and certain significant stockholders. In considering a related person transaction, SunPower's the Company's Audit Committee will take into account the relevant available facts and circumstances, which may include, but are not limited to:

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Company's Audit Committee will approve only those transactions that it determines are fair to us and in SunPower's the Company's best interests.

Principal stockholders 277 changes

The following table sets

following table sets forth information regarding the beneficial ownership of shares of our Common Stock as of January 29, May 15, 2026, by:

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our named executive officers; and

all executive officers and directors

percentages in the table below are based on 112,776,028 shares of Common Stock outstanding as of January 29, 2026.

beneficial owner of more than 5% of the outstanding shares of our Common Stock;

each of our Directors; and each of

each of our executive officers;

all of our Directors and executive

of SunPower officers as a group.

SEC has defined "beneficial ownership" of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right; (b) the conversion of a security; (c) the power to revoke a trust, discretionary account or similar arrangement; or (d) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, in the table below, ordinary shares subject to options warrants, convertible notes, other derivative securities or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days, of January 12, 2026, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. in the table below.

This table is based upon

following table is based upon information supplied by officers, Directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that all persons named in the table have sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them. Applicable percentages are based on 145,819,663 shares of Common Stock outstanding as of May 15, 2026, adjusted as required by rules promulgated by the SEC.

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of Common Stock Outstanding

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Directors and Director Nominees:

William J. Anderson (7)

Antonio R. Alvarez (8)

J. Daniel McCranie (15)

as a group (13 persons)

Thurman J. (T.J.) Rodgers (3)

affiliated with Alyeska Investment Group, L.P. (4) (5)

affiliated with Kline Hill (6)

affiliated with Carlyle Group (6) (7)

Executive Officers and Incumbent Directors and

J.(T.J.) Rodgers (3)

Daniel McCranie (17)

All Directors and executive officers as a group (14 persons)

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business address of each of the directors and executive officers of the Company listed in the table is c/o SunPower Inc., 1403 N. Research (2) Includes (i) 5,832,054 shares held by Ecosystem Integrity Fund II, L.P., of which Mr. Devin Whatley is the managing member of the general partner, (ii) 198,346 shares held by EIF CS SPV LLC, and (iii) 2,369,253 shares issuable pursuant to warrants exercisable within 60 days of May 15, 2026. Mr. Whatley serves as a director of the Company.

The business address of each of Ecosystem Integrity Fund II, L.P., EIF CS SPV LLC and Mr. Whatley is 20 Richelle Court, Lafayette, California 94549. In the case of Mr. Whatley, also includes (i) 103,825 shares of common stock issuable upon settlement of restricted stock units, and (ii) 88,124 shares issuable pursuant to stock options exercisable within 60 days of May 15, 2026.

business address of each of the directors and executive officers of the Company listed in the table is c/o SunPower Inc., 1403 North 630 (2) Includes (i) 5,832,054 shares held by Ecosystem Integrity Fund II, L.P., of which Mr. Devin Whatley is the managing member of the general partner, (ii) 198,346 shares held by EIF CS SPV LLC, and (iii) 2,369,253 shares issuable pursuant to warrants exercisable within 60 days of January 29, 2026. Mr. Whatley serves as a director of the Company. The business address of each of Ecosystem Integrity Fund II, L.P., EIF CS SPV LLC and Mr. Whatley is 20 Richelle Court, Lafayette, California 94549. In the case of Mr. Whatley, also includes (i) 103,825 shares of common stock issuable upon settlement of restricted stock units, and (ii) 88,124 shares issuable pursuant to stock options exercisable within 60 days of January (3) Includes (i) 485,562 shares held by Rodgers Capital, LLC, (ii) 8,843 8,842 shares held by Thurman J. Rodgers, (iii) 7,701,605 21,590,490 shares held by the Rodgers Massey Revocable Living Trust, (iv) 1,838,235 shares held by the Rodgers Massey Freedom and Free Markets Charitable Trust, (v) 463,589 shares held by the T.J. Rodgers 2012 Irrevocable Trust dtd 12/26/12, (vi) 463,589 shares held by the Valeta Massey 2012 Irrevocable Trust dtd 12/26/12, (vii) 724,416 shares issuable pursuant to warrants exercisable within 60 days of January 29, May 15, 2026, (vi) and (viii) 116,601 shares issuable pursuant to stock options and restricted stock units exercisable or settleable within 60 days of January 29, May 15, 2026. (vii) 4,166,667 shares of common stock issued to the Rodgers Massey Freedom and Free Markets Charitable Trust pursuant to the Second SAFE, and (viii) 9,722,222 shares of common stock issued to the Rodgers Massey Freedom and Free Markets Charitable Trust pursuant to the Third SAFE. Additionally, the number of shares reflected in the table above include includes shares issuable upon conversion of the following convertible notes: (a) the Rodgers Massey Revocable Living Trust holds $18,000,000 principal amount of 12% Notes convertible into 10,714,285 shares of common stock, (b) the Rodgers Massey Revocable Living Trust and the Rodgers Massey Freedom and Free Markets Charitable Trust hold an aggregate of $8,000,000 principal amount of 7% Notes convertible into a total of 4,678,362 shares of common stock, (c) the Rodgers Massey Revocable Living Trust holds $5,000,000 principal amount of 12% Notes issued in July 2025 that are convertible into 2,793,296 shares of common stock, (d) the Rodgers Massey Freedom and Free Markets Charitable Trust holds an additional $2,000,000 principal amount of 12% Notes issued in November 2025 that are convertible into 1,253,918 shares of common stock, and (e) the Rodgers Massey Freedom and Free Markets Charitable Trust holds an additional $3,300,000 principal amount of 12% Notes issued in January 2026 that are convertible into 1,783,783 shares of common stock; In addition to (f) the foregoing Rodgers Massey Freedom and the number Free Markets Charitable Trust holds $1,000,000 principal amount of shares reflected in the table above, 10% Notes that are convertible into 884,955 shares of common stock; are issuable pursuant to and (g) the Third SAFE in accordance with Rodgers Massey Revocable Living Trust holds $5,000,000 principal amount of the terms thereof in connection with a bona fide 10% Notes that are convertible into 4,424,778 shares of common stock. financing completed by the Company.

Consists of 9,008,345 shares of common stock and

8,849,557 shares of common stock issuable upon conversion of 10.0% Notes held by the Chick Parm Pizza LLC. The business address of Chicken Parm Pizza LLC is 1750 West 11400 South, Suite 110, South Jordan, Utah 84095.

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Includes (i) 405,090 shares of common

Includes (i) 106,577 shares of common

Includes 157,472 shares of common

Includes (i) 80,245 shares of common

Includes (i) 103,825 shares of common

Includes 243,169 shares of common

stock issued or issuable upon settlement of restricted stock units.

Includes 35,374 shares of common

form from a Schedule 13G, as amended, filed by the Carlyle Group Inc. ("Carlyle") and its affiliates on November 13, 2025. Includes (i) 1,258,970 shares of common stock held of record by CRSEF Solis Holdings, L.L.C. and (ii) 5,952,381 shares of common stock issuable upon the conversion of the 12% Notes held of record by CRSEF Solis Holdings, L.L.C. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities managed by CRSEF Lux GP S.a r.l., is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the sole shareholder of CRSEF Lux GP S.a r.l., which is a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp. The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities managed by CRSEF Managing GP, L.P., is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of CRSEF GP, L.L.C., which is the general partner of CRSEF Managing GP, L.P., which is also a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp. Carlyle CRSEF Solis Aggregator, S.C.Sp. is the managing member of CRSEF Solis Holdings, L.L.C. Accordingly, each of the entities named above may be deemed to share beneficial ownership of the securities held of record by CRSEF Solis Holdings, L.L.C. Each of them disclaims any such beneficial ownership of such securities. The principal business office address for each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008. The principal business office address for CRSEF Lux GP S.a r.l. is c/o The Carlyle Group, 2, avenue Charles de Gaulle, L-1653 Luxembourg, Luxembourg. The principal business office address for Carlyle CRSEF Solis Aggregator, S.C.Sp. is 9, rue de Bitbourg, L-1273 Luxembourg. The principal business office address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, DC 20004-2505.

Includes (i) 405,090 shares of common stock, (ii) 671,738 shares of common stock issued or issuable upon settlement of restricted stock units, (iii) 1,700,899 1,735,068 shares issuable pursuant to stock options r exercisable within 60 days of January 29, May 15, 2026, and (iv) 141,187 shares issuable pursuant to warrants exercisable within 60 days of January 29, May 15, 2026.

Includes (i) 106,577 shares of common stock issued or issuable upon settlement of restricted stock units and (ii) 94,452 shares issuable pursuant to stock options exercisable within 60 days of January 29, May 15, 2026.

Includes 77,441 shares of common

stock and 106,011 shares of common stock issued or issuable upon settlement of restricted stock units, (ii) 12,117 shares issuable pursuant to warrants exercisable within 60 days of January 29, 2026, and (iii) 94,452shares issuable pursuant to stock options exercisable within (11) Includes (i) 99,999 80,245 shares of common stock and 110,656 106,011 shares of common stock issued or issuable upon settlement of restricted stock units, (ii) 1,211 12,117 shares issuable pursuant to warrants exercisable within 60 days of January 29, May 15, 2026, , and (iii) 99,515 shares issuable pursuant to stock options exercisable within (12) Includes (i) 112,022 shares of common stock issued or issuable upon settlement of restricted stock units and (ii) 116,857 94,452 shares issuable pursuant to stock options exercisable within 60 days of January 29, May 15, 2026.

Includes (i) 174,515 shares of common stock and 110,656 shares of common stock issued or issuable upon settlement of restricted stock units, and (ii) 273,618 480,000 shares issuable pursuant to warrants exercisable within 60 days of May 15, 2026, and (iii) 99,515 shares issuable pursuant to stock options exercisable within 60 days of January 29, May 15, 2026.

Includes (i) 112,022 shares of common stock issued or issuable upon settlement of restricted stock units and (ii) 113,437 shares issuable pursuant to stock options exercisable within 60 days of May 15, (14) Includes (i) 103,825 shares of common stock issued or issuable upon settlement of restricted stock units and (ii) 292,889 shares issuable pursuant to stock options exercisable within 60 days of May 15, (15) Includes 243,169 shares of common stock issued or issuable upon settlement of restricted stock units.

Includes (i) 438,596 shares of common

of common stock issuable upon conversion of $750,000 principal amount of 7% Notes held by the Dan and Kathy McCranie 2000 Revocable Trust, and (ii) 1,243,169 shares of common stock issued or issuable upon settlement of restricted stock units. Mr. McCranie serves as trustee of the Dan and Kathy McCranie 2000 Revocable Trust. Mr. McCranie disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein.

Includes 114,012 shares of common

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by us pursuant to the Ambia Purchase Agreement in connection with our acquisition of Ambia, · 3,333,334 shares of common stock previously issued by us pursuant to the Sunder Purchase Agreement in connection with our acquisition of Sunder, up to 50,760,218 shares of common stock issuable upon conversion of the 7% Notes, and · 1,048,352 shares of common stock held by certain former affiliates of the company.

up to 36,283,183 shares of common stock issuable

upon conversion of the 10.0% Notes; and

10,243,924 18,805,310 shares of common stock previously issued

by us pursuant to the Exchange Agreements.

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to the Secured Notes Indenture, a holder of 7% 10.0% Notes may not convert such 7% 10.0% Notes if such holder, together with its affiliates, would beneficially own more than 9.99% (or, if elected by the holder, an amount lesser than or equal to 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such conversion (the "Beneficial Ownership Limitation"). Unless otherwise noted below, the table below does not give effect to the applicable "Beneficial Ownership Limitation").

Unless otherwise noted below, the table below does not give effect to the applicable Beneficial Ownership Limitation.

Beneficial ownership is determined

ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the Selling Securityholder has voting and investment power. The percentage of shares of common stock beneficially owned by the Selling Securityholder prior to the offering shown in the table below is based on an aggregate of 112,776,028 145,819,663 shares of our common stock outstanding on January 29, May 15, 2026. The fourth column assumes the sale of all of the shares offered by the Selling Securityholders pursuant to this prospectus.

otherwise noted below, the business address of each of the Selling Securityholders is 45700 Northport Loop East, Fremont, CA 94538. 1403 N. Research Way, Orem UT 84097.

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Acquisition Transaction Holders

and 216 more changes in the filing

Description of the securities 157 changes

and 157 more changes in the filing

Plan of distribution 69 changes

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2 unchanged paragraphs

6 unchanged paragraphs

and 69 more changes in the filing

Business 702 changes

2 unchanged paragraphs

1 unchanged paragraph

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1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

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1 unchanged paragraph

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1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

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and 702 more changes in the filing

Management 822 changes

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6 unchanged paragraphs

11 unchanged paragraphs

2 unchanged paragraphs

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2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

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3 unchanged paragraphs

1 unchanged paragraph

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2 unchanged paragraphs

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2 unchanged paragraphs

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3 unchanged paragraphs

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4 unchanged paragraphs

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and 822 more changes in the filing

Other information 209 changes

1 unchanged paragraph

2 unchanged paragraphs

and 209 more changes in the filing

Note 1: BUSINESS AND ORGANIZATION 2 changes

4 unchanged paragraphs

2 unchanged paragraphs

and 2 more changes in the filing

Notes to the financial statements 331 changes

1 unchanged paragraph

and 331 more changes in the filing

Financial statements 24 changes

2 unchanged paragraphs

3 unchanged paragraphs

31 unchanged paragraphs

57 unchanged paragraphs

and 24 more changes in the filing

Exhibits 1 change

and 1 more change in the filing

Undertakings 6 changes

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1 unchanged paragraph

3 unchanged paragraphs

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and 6 more changes in the filing