SunPower: securities offering

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filed with the United States Securities and Exchange Commission on May 22, June 29, 2026.

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Delaware 001-40117 93-2279786

incorporation or organization)

Identification Number)

(State or other jurisdiction of

(Commission File Number) (I.R.S. Employer

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this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(d) 462(c) under the Securities Act, check the following box and list the Securities

Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities

Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"

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Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

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TO COMPLETION, DATED MAY 22, 2026

the resale or other disposition of up to 39,534,884 shares of our common stock by YA II PN, LTD (" Yorkville "). Yorkville is also referred to in this prospectus as the Selling Securityholder. The shares of our common stock to which this prospectus relates have been or may be issued by us to Yorkville (i) pursuant to a standby equity purchase agreement, dated as of January 27, 2026, by and between us and Yorkville (the " SEPA "), and (ii) upon conversion of a convertible debenture issued by us on March 6,

2026 to Yorkville (the " YA Debenture "). Such shares of common stock include (i) up to 25,000,000 shares of common stock that we may, at our discretion, elect to issue and sell to Yorkville from time to time after the date of this prospectus pursuant to the

Selling Securityholder. Prior to the date of this prospectus, we received (i) proceeds of $1,710,000 in connection with our sale and issuance to Yorkville on January 27, 2026 of a convertible promissory note in the aggregate principal amount of $1,900,000 as a pre-paid advance under the SEPA and (ii) proceeds of $9,000,000 from the issuance and sale by us to Yorkville of the YA Debenture; and we may receive proceeds from sales of common stock that we may elect to make to Yorkville pursuant to the SEPA, if any, from time to time after the date of this prospectus. The net proceeds from sales, if any, under the SEPA, will depend on the frequency and prices at which we sell shares of common stock to Yorkville after the date of this prospectus. See "PROSPECTUS SUMMARY - The Standby Equity Purchase

Agreement" on page 4 of this prospectus for a description of the SEPA and YA Debenture and "SELLING SECURITYHOLDER"

on page 109 of this prospectus for additional information regarding the Selling Securityholder.

Selling Securityholder may sell or otherwise dispose of the common stock described in this prospectus in a number of different ways and at varying prices. Yorkville is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the " Securities Act "), only with respect to advances under the SEPA (" Advances "), and any profits on the sales of shares of our common stock by Yorkville acquired under the SEPA and any discounts, commissions, or concessions received by Yorkville are deemed to be underwriting discounts and commissions under the Securities Act. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. Yorkville is not an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act with respect to the shares of our common stock issuable to Yorkville upon conversion by Yorkville of the YA Debenture. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of the common stock to which this prospectus relates by the

Selling Securityholder, including our legal and accounting fees. See "Plan of Distribution" on page 124 of this prospectus for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

We engaged Northland Capital Markets (" Northland ")

as our placement agent in connection with the SEPA. We have agreed to pay Northland a cash fee of 5.0% based upon the aggregate gross proceeds received from the sales of convertible promissory notes and common stock that we elect to make to Yorkville pursuant to the SEPA.

See "Plan of Distribution" on page 124 of this prospectus for additional information regarding this arrangement.

TO COMPLETION, DATED JUNE 29, 2026

Up to 39,534,884 8,472,371 Shares of Common Stock

to 380,000 Shares of Common Stock Issuable Upon Exercise of a Warrant to 4,424,779 Shares of Common Stock Issuable Upon Conversion of Convertible Notes

This prospectus relates to the registration of offer and sale

from time to time by the selling securityholders named in this prospectus or their permitted transferees (the " Selling Securityholders ")

of up to 13,227,150 shares of our common stock, par value $0.0001 per share (the " common stock "), consisting of:

(i) 6,666,666 shares of common stock (the " Sunder Shares ") previously issued by us pursuant to the Amendment and

Agreement, dated as of March 5, 2026 (the " Sunder Amendment "), relating to the Membership Interest Purchase Agreement (the " Sunder Purchase Agreement "), dated September 21, 2025, by and among the Company, Complete Solar, Inc., Sunder

Energy LLC (" Sunder ") and Chicken Parm Pizza LLC (" CPP "), in connection with our acquisition of Sunder; (ii) up to 1,805,705 shares of common stock (the " Cobalt Shares ") previously issued pursuant to the Share

Purchase Agreement, dated January 30, 2026, by and among the Company, Cobalt Power Systems, Inc. (" Cobalt ") and the selling shareholders (the " Selling Shareholders ") party thereto (the " Cobalt Purchase Agreement "

and, together with the Sunder Purchase Agreement, the " Acquisition Agreements ") in connection with our acquisition of Cobalt; (iii) up to 380,000 shares of common stock (the " Ayna Shares ") that are issuable upon the exercise of the warrant to purchase common stock (the " Ayna 2026 Warrant ") originally issued in a private placement to Ayna.AI

LLC (" Ayna "); and (iv) up to 4,424,779 shares of common stock (the " Conversion Shares " and, collectively with the Sunder Shares, the Cobalt Shares and the Ayna Shares, the " Offered Securities ") issuable upon conversion of a 10% convertible senior secured note due 2029 in the original principal amount of $5.0 million (the " Secured

Note "). The Sunder Shares were issued by us to CPP pursuant to the Sunder Amendment on April 8, 2026. The Cobalt Shares were issued by us to the Selling Shareholders pursuant to the Cobalt Purchase Agreement on February 2, 2026. The Ayna 2026 Warrant was issued by us effective January 1, 2026. The 10% Note was issued by us on May 20, 2026 pursuant to the Note Purchase Agreement, dated May 19,

2026, between the Company and the Selling Securityholder party thereto.

" Prospectus Summary " below for a description of the Acquisition Agreements, the Ambia Acquisition and the Sunder

Acquisition and the 7% Notes and " Selling Securityholders " for additional information regarding the Selling Securityholders.

SEPA (the " SEPA Shares ") and (ii) up to 14,534,884 shares of common stock that may be issued to Yorkville upon conversion by Yorkville of the YA Debenture (the " Debenture Shares " and, collectively with the Conversion Shares, the " Offered are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our shares of common stock by the Selling Securityholders.

Selling Securityholders may sell or otherwise dispose of the shares of common stock described in this prospectus in a number of different ways and at varying prices. See " Plan of Distribution " for more information about how the Selling Securityholders may sell or otherwise dispose of the shares of common stock being registered pursuant to this prospectus. None of the Selling Securityholders are an "underwriter" with respect to the securities registered hereunder within the meaning of Section 2(a)(11) of the Securities

Act of 1933, as amended.

Selling Securityholders will pay all brokerage fees and commissions and similar expenses attributable to the sales of its common stock.

We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the shares of common stock offered hereby, including legal and accounting fees. See " Plan of Distribution ."

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Global Market (" ("Nasdaq") ") under the symbol "SPWR". On May 15, June 26, 2026, the closing price of our common stock was $1.02. $0.63.

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"Risk Factors" beginning on page 12 10 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

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Securityholder take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholder will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the " SEC ") using the "shelf" registration process.

using the "shelf" registration process. Under this shelf registration process, the Selling Securityholder 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 such Selling Securityholder of the securities offered by it described in this prospectus.

Securityholders of the securities offered by them described in this prospectus.

Neither we nor the Selling Securityholder Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

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Forward-looking statements 48 changes

This 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.

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,

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 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

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

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

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 in our supply chains and distribution channels, tariffs and trade barriers, export regulations, bank failures, geopolitical conflicts and other macroeconomic conditions on our business and operations, results of operations and financial position; Systems, Inc. ("Cobalt");

disruptions in our supply chains

and distribution channels, tariffs and trade barriers, export regulations, bank failures, geopolitical conflicts and other macroeconomic conditions on our business and operations, results of operations and financial position;

our ability to leverage our acquisitions,

ability to leverage our acquisitions, including our ability to integrate 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;

the potential impact of changes

potential impact of changes to and developments relating to the regulations and policies applicable to our business, customers and the industry;

changes in the availability of rebates, tax credits and other incentives;

tax credits and other incentives;

changes impacting the demand for

impacting the demand for solar solutions from residential customers and small and medium-sized businesses, including changes resulting from the current political climate and also changes in the price of electricity from other sources, including traditional utilities;

changes in and the volatility of interest rates;

our financial and business performance

financial and business performance following our recent acquisitions, including financial projections and business metrics, and our ability to manage our costs;

changes in our strategy, future

in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

our ability to meet the expectations

ability to meet the expectations of new and current customers, and our ability to achieve market acceptance for our products and services, especially in light of the intense competition faced in our industry;

our expectations and forecasts with

expectations and forecasts with respect to market opportunity and market growth;

the ability of our products and services to meet customers' compliance and regulatory needs;

services to meet customers' compliance and regulatory needs;

our ability to attract and retain qualified employees and management;

qualified employees and management;

our ability to develop and maintain

ability to develop and maintain our brand and reputation, and our ability to maintain our relationships with key suppliers, installers and build partners;

developments and projections relating

and projections relating to our competitors and industry;

changes in general economic and

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

our expectations regarding our ability

expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; and our business, expansion plans and opportunities.

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These risks and uncertainties include, but are not limited to, those described in the section titled "Risk Factors" and elsewhere in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We discuss in greater detail many of these risks under the section titled "Risk Factors" contained in the applicable prospectus supplement, in any free writing prospectuses we may authorize for use in connection with a specific offering, and in our most recent Annual Report on Form 10-K and in our most recent Quarterly Report on Form 10-Q. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. You should read this prospectus, any applicable prospectus supplement, together with the documents we have filed with the SEC and any free writing prospectus that we may authorize for use in connection with a specific offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.

We discuss in greater detail many of these risks under the section titled "Risk Factors" contained in the applicable prospectus supplement, in any free writing prospectuses we may authorize for use in connection with a specific offering, and in our most recent Annual Report on Form 10-K and in our most recent Quarterly Report on Form 10-Q. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. You should read this prospectus, any applicable prospectus supplement, together with the documents we have filed with the SEC and any free writing prospectus that we may authorize for use in connection with a specific offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.

addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject.

addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

MD&A 1 change

of Financial Condition and Results of Operations

The offering 15 changes

(i) up to 25,000,000 SEPA Shares that we may, at our discretion, elect to issue and sell to Yorkville from time to time after the date of this prospectus pursuant to the SEPA; and up to 14,534,884 Debenture Shares that may be issued to Yorkville upon conversion by Yorkville at of the YA Debenture.

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

offered by the Selling Securityholder

Up to 39,534,884 13,277,150 shares of our common stock consisting of:

6,666,666 shares of common stock previously issued by us in connection with our acquisition of Sunder;

1,805,705 shares of common stock previously issued by us in connection with our acquisition of Cobalt;

380,000 shares of common stock issuable upon exercise of the Ayna 2026 Warrant; and up to 4,424,779 shares of common stock issuable upon conversion of our 10% Notes.

of common stock outstanding prior to this offering

150,283,214 (as of June

of common stock outstanding after this offering

163,560,364 (based on

185,354,547 (based on the total shares outstanding as of May 15, June 22, 2026).

Terms of the offering

The Selling Securityholders

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

Risk factors 341 changes

Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including our financial statements and related notes appearing at the end of this prospectus and in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations," before deciding to invest in our securities. If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

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If we are not able to secure

We may not achieve profitability

Failure to generate sufficient

Since our inception, we have incurred losses and negative cash flows from operations. We incurred a net loss from continuing operations of $44.3 million in the fiscal year ended December 28, 2025 and of $19.2 million in in the thirteen weeks ended March 29, 2026. We had an accumulated deficit of $451.5 million as of March 29, 2026. We have current debt of $38.0 million, and notes payable and derivative liabilities, net of current portion of $131.8 million, as of 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 $9.5 million as of 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.

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 further 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.

may not achieve profitability or positive cash flow for a number of reasons, including declines in revenue, as well as increases in costs of our products, U.S. and global macroeconomic trends, including with respect to the impact of U.S. trade tariffs and the imposition of additional tariffs applicable to our industry or our products. In addition, we may be unable to identify further cost savings opportunities below present levels that would not adversely impact the functioning of our existing operations needed to meet customer and regulatory requirements. If we fail to generate sufficient revenue to support our operations, we may not be able to achieve profitability or generate sufficient cash flow to meet our financial obligations and our liquidity position will be negatively impacted. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" and "Notes to Consolidated Financial Statements - (1) Organization - (c) Liquidity and Going Concern" for a further discussion of the other factors that may impact our liquidity position.

to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on our ability to achieve our intended business objectives.

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We had cash and cash equivalents, excluding restricted cash, of $9.5 million as of 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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have identified material weaknesses in our internal controls over financial reporting. As a result of these material weaknesses, we previously 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.

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Ineffective design and operation

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

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Our Company did not design and maintain

Company did not design and maintain effective general information technology controls over logical access and program change management for our key information systems used to support the financial reporting process. Specifically, management did not maintain effective controls to ensure proper segregation of duties related to user administration and other privileged access functions and in implementing program changes in information systems. Due to the pervasive nature of these deficiencies, business process controls that are dependent upon information from these systems were also not effective.

Due to the pervasive nature of these deficiencies, business process controls that are dependent upon information from these systems were also not effective.

Our Company did not have adequate

Company did not have adequate processes and controls for communicating information among the accounting, finance, operations, and legal departments, necessary to support the proper functioning of internal controls.

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These material weaknesses described in the paragraphs above contributed to material accounting errors identified and corrected during the audit of 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.

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We face risks related

As a result of our determination

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.

face risks related to the restatement of our previously issued quarterly financial statements.

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 may discover additional errors in our previously filed 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 our Quarterly Report on Form 10-Q for the quarter ended March 29, 2026, our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, 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 timeframe 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.

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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cells and panels from various countries 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.

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. In August 2025 the Court of International Trade found the moratorium on the collection of AD/CVD duties to be unlawful and ordered retroactive collection of duties that should have 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. Both the Department of Commerce and the U.S. International Trade Commission made affirmative findings for all countries. On June 24, 2025, the Department of Commerce imposed antidumping and countervailing duty orders on CSPV products from all four countries. Duty rates range zero to over 100% antidumping duties and approximately 15% to over 3000% countervailing duties depending on the company and country. Antidumping and countervailing duties are assessed retroactively and thus final assessment of duties on imports made after June 2025 will be determined in future proceedings by the Department of Commerce.

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The unavailability of the Section 25D Credit for systems when installation is completed after December 31, 2025 likely will impact the prices of our solar energy systems and overall value proposition our solar systems provide to customers.

The applicable percentage is 26% for such systems that are placed in service before January 1, 2022 and 30% for such systems that are placed in service after December 31, 2021. As modified by the OBBBA, the Section 25D Credit terminated with respect to expenditures made after December 31, 2025, and an expenditure generally is treated as made when the original installation of the property is completed (or, in certain cases, when construction or reconstruction is completed and the taxpayer's original use of the structure begins). The unavailability of the Section 25D Credit for systems when installation is completed after December 31, 2025 likely will impact the prices of our solar energy systems and overall value proposition our solar systems provide to customers.

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not being required to comply with

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the " Sarbanes-Oxley Act ");

not being required to comply with

being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the " PCAOB ") regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;

reduced disclosure obligations regarding

disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and exemptions from the requirements of holding nonbinding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

8 unchanged paragraphs

reduced demand for our products

demand for our products as a result of constraints on spending for solar energy systems by our customers and/or a reduction in government subsidies for renewable energy investments;

increased price competition for

price competition for our products that may adversely affect revenue, gross margin and profitability;

the introduction of any disadvantageous

introduction of any disadvantageous trade regulations and import duties and tariffs;

decreased ability to forecast operating

ability to forecast operating results and make decisions about budgeting, planning and future investments;

decrease in the popularity of solar energy as a green energy solution;

energy as a green energy solution;

business and financial difficulties

faced by our suppliers or other partners, including impacts to material costs, sales, liquidity levels, ability to continue investing in their businesses, ability to import or export goods, ability to meet development commitments and manufacturing capability; and increased overhead and production costs as a percentage of revenue.

in customer spending in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, would adversely affect our business, results of operations and financial condition.

regulations and policies, including trade policies and tariffs, and changes to these regulations and policies, including changes to trade policies and tariffs, may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products and services.

market for electric generation products is heavily influenced by federal, state and local government laws, geopolitical forces (such as trade policies and tariffs), regulations and policies concerning the electric utility industry in the U.S. and abroad, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation, and trade and policy changes that make solar power less competitive with other power sources could deter investment in the research and development of alternative energy sources as well as customer purchases of solar power technology, which could in turn result in a significant reduction in the demand for our solar power products. The market for electric generation equipment is also influenced by geopolitics, trade and local content laws, policies and tariffs, regulations and policies that can discourage growth and competition in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our solar products. In addition, on-grid applications depend on access to the grid, which is also regulated by government entities. We anticipate that our solar power products and our installation will continue to be subject to oversight and regulation in accordance with federal, state, local and foreign regulations relating to construction, safety, environmental protection, utility interconnection and metering, trade, and related matters. It is difficult to track the requirements of individual states or local jurisdictions and design equipment to comply with the varying standards. In addition, the U.S. and European Union, among others, have imposed tariffs or are in the process of evaluating the imposition of tariffs on solar panels, solar cells, polysilicon, and potentially other components. These and any other tariffs or similar taxes or duties may increase the price of our solar products and adversely affect our cost reduction roadmap, which could harm our results of operations and financial condition. We cannot predict what actions may be taken by the United States or other countries with respect to trade policies and tariffs or with respect to other policies and incentives that impact the solar industry, or that promote other forms of energy production over the solar industry. Any new regulations or policies pertaining our solar power products may result in significant additional expenses for our customers, which could cause a significant reduction in demand for our solar power products.

rely on net metering and related policies to offer competitive pricing to customers in many of our current markets and changes to net metering policies may significantly reduce demand for electricity from residential solar energy systems.

metering is one of several key policies that have enabled the growth of distributed generation solar energy systems in the U.S., providing significant value to customers for electricity generated by their residential solar energy systems but not directly consumed on-site.

Net metering allows a homeowner to pay his or her local electric utility for power usage net of production from the solar energy system or other distributed generation source. Homeowners receive a credit for the energy an interconnected solar energy system generates in excess of that needed by the home to offset energy purchases from the centralized utility made at times when the solar energy system is not generating sufficient energy to meet the customer's demand. In many markets, this credit is equal to the residential retail rate for electricity and in other markets, such as Hawaii and Nevada, the rate is less than the retail rate and may be set, for example, as a percentage of the retail rate or based upon a valuation of the excess electricity. In some states and utility territories, customers are also reimbursed by the centralized electric utility for net excess generation on a periodic basis.

metering programs have been subject to legislative and regulatory scrutiny in some states and territories including, but not limited to, California, New Jersey, Arizona, Nevada, Connecticut, Florida, Maine, Kentucky, Puerto Rico and Guam. These jurisdictions, by statute, regulation, administrative order or a combination thereof, have recently adopted or are considering new restrictions and additional changes to net metering programs either on a state-wide basis or within specific utility territories. Many of these measures were introduced and supported by centralized electric utilities. These measures vary by jurisdiction and may include a reduction in the rates or value of the credits customers are paid or receive for the power they deliver back to the electrical grid, caps or limits on the aggregate installed capacity of generation in a state or utility territory eligible for net metering, expiration dates for and phasing out of net metering programs, replacement of net metering programs with alternative programs that may provide less compensation and limits on the capacity size of individual distributed generation systems that can qualify for net metering. Net metering and related policies concerning distributed generation also received attention from federal legislators and regulators.

California, the California Public Utilities Commission (" CPUC ") issued an order in 2016 retaining retail-based net metering credits for residential customers of California's major utilities as part of Net Energy Metering 2.0 (" NEM 2.0 ").

Under NEM 2.0, new distributed generation customers receive the retail rate for electricity exported to the grid, less certain non-by passable fees. Customers under NEM 2.0 also are subject to interconnection charges and time-of-use rates. Existing customers who receive service under the prior net metering program, as well as new customers under the NEM 2.0 program, currently are permitted to remain covered by them on a legacy basis for a period of 20 years. On September 3, 2020, the CPUC opened a new proceeding to review its current net metering policies and to develop Net Energy Metering 3.0 (" NEM 3.0 "), also referred to by the CPUC as the NEM 2.0 successor tariff. NEM 3.0 was finalized on December 15, 2022 and includes several changes from previous net metering plans. The changes instituted by NEM 3.0 impacted the amount that homeowners with solar power will be able to recuperate when selling excess energy back to the utility grid. With NEM 3.0, the value of the credits for net exports are tied to the state's Distributed Energy Resources Avoided Cost Calculator Documentation (" ACC "). Another significant change with NEM 3.0 relates to the netting period: the time period over which the utilities measure the clean energy being imported or exported. In general, longer netting periods have typically been advantageous for solar power customers because production can offset any consumption. NEM 3.0 will instead measure energy using instantaneous netting, which means interval netting approximately every 15 minutes. This will lead to more NEM customers' electricity registering as exports, now valued at the new, lower ACC value. Overall, the institution on NEM 3.0 has resulted in a smaller market for residential solar systems and it is not certain that market conditions will improve or that NEM 3.0 will be amended or replaced with a more solar-friendly rate structure. Other states may adopt policies similar to NEM 3.0 that cause deterioration to other residential solar markets.

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 number of suppliers for certain components; however, we may be 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.

particular, there are a limited number of inverter and battery suppliers. Once we design a system for use with a particular inverter or battery, if that type of inverter or battery is not readily available at an anticipated price, we may incur additional delay and expense to redesign the system and source alternative inventory.

addition, production of solar panels involves the use of numerous raw materials and components. Several of these have experienced periods of limited availability, particularly polysilicon, as well as indium, cadmium telluride, aluminum and copper. The manufacturing infrastructure for some of these raw materials and components has a long lead time, requires significant capital investment and relies on the continued availability of key commodity materials, potentially resulting in an inability to meet demand for these components. The prices for these raw materials and components fluctuate depending on global market conditions and demand and we may experience rapid increases in costs or sustained periods of limited supplies.

efforts to obtain components from multiple sources whenever possible, many suppliers may be single-source suppliers of certain components.

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 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.

need to purchase supplies globally and our continued international expansion further subjects us to risks relating to currency fluctuations.

Any decline in the exchange rate of the U.S. dollar compared to the functional currency of component suppliers could increase component prices. In addition, the state of the financial markets could limit suppliers' ability to raise capital if they are required to expand their production to meet our needs or satisfy our operating capital requirements. Changes in economic and business conditions, wars, governmental changes and other factors beyond our control or which we do not presently anticipate, could also affect suppliers' solvency and ability to deliver components on a timely basis. Any of these shortages, delays or price changes could limit our growth, cause cancellations or adversely affect profitability and the ability to compete in the markets in which we operate effectively.

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, 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.

we fail to manage operations and growth effectively, we may be unable to execute our business plan, maintain high levels of customer service or adequately address competitive challenges.

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.

addition, our current and planned operations, personnel, information technology and other systems and procedures might need to be revised to support future growth and may require us to make additional unanticipated investments in its infrastructure. Our success and ability to further scale our business will depend, in part, on our ability to manage these changes in a cost-effective and efficient manner.

we cannot manage operations and growth, we may be unable to meet expectations regarding growth, opportunity and financial targets, take advantage of market opportunities, execute our business strategies or respond to competitive pressures. This could also result in declines in quality or customer satisfaction, increased costs, difficulties in introducing new offerings or other operational difficulties. Any failure to effectively manage our operations and growth could adversely impact our reputation, business, financial condition, cash flows and results of operations.

have incurred losses and may be unable to achieve or sustain profitability in the future.

have incurred net losses in the past, including a net loss from continuing operations of $44.3 million in the fiscal year ended December 28, 2025. We had an accumulated deficit of $451.5 million as of March 29, 2026. Additionally, as of March 29, 2026, we had current indebtedness of $38.0 million and long-term indebtedness, including derivative liabilities, net of 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:

Growing the customer base;

Maintaining or further lowering

the cost of capital;

Reducing the cost of components

and 261 more changes in the filing

Use of proceeds 5 changes

to the date of this prospectus, we received (i) proceeds of $1,710,000 in connection with our sale and issuance to Yorkville of the Promissory Note in connection with the SEPA in the aggregate principal amount of $1,900,000 and (ii) proceeds of $9,000,000 from the issuance and sale by us to Yorkville of the YA Debenture; and we may receive proceeds from sales of common stock that we may elect to make to Yorkville pursuant to the SEPA, if any, from time to time in our discretion prior to or after the date of this prospectus. The net proceeds from sales, if any, under the SEPA, will depend on the frequency and prices at which we sell shares of common stock to Yorkville after the date of this prospectus. We will not receive any additional proceeds in connection with Yorkville's conversion of the Promissory proceeds from the Selling Securityholder that we may receive under the SEPA are currently expected to be used for general corporate purposes, including working capital. Accordingly, we retain broad discretion over the use of the net proceeds from the sale of our common stock under the SEPA and with respect to the proceeds previously received from the issuance of Promissory Note and the YA Debenture. We have no control over the amount and timing of any conversions of the YA Debenture or the Promissory Note by the Selling Securityholder.

of the shares of common stock offered by the Selling Securityholder Securityholders pursuant to this prospectus will be sold by the Selling Securityholder Securityholders for its their own account. accounts. We will not receive any of the proceeds from the resale of the shares of common stock by the Selling Securityholder. Securityholders.

Selling Securityholders will pay any underwriting fees, discounts and selling commissions incurred by the Selling Securityholders in connection with any sale of their shares. We will incur all costs associated with this prospectus and the registration statement of which it is a part.

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

2 unchanged paragraphs

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 New York Stock Exchange under the symbols "FACT" and "FACT WS," respectively. On May 15, June 22, 2026, there were 152 146 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 132 changes

8 unchanged paragraphs

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.

7 unchanged paragraphs

We 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 Complete Solaria with Complete Solaria surviving as a wholly-owned subsidiary of FACT (the " First Merger "), (ii) immediately thereafter and as part of the same overall transaction, 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 ").

1 unchanged paragraph

October 2023, we completed the divestiture of our solar panel business to Maxeon (" Divestiture "), pursuant to the terms of the Disposal Agreement. Under the terms of the Disposal Agreement, Maxeon agreed to acquire 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.

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 $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.

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November 21, 2025, we acquired all of the membership interests in Ambia Energy LLC ("Ambia") for consideration of $33.4 million.

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.

4 unchanged paragraphs

Financial Definitions/Components of Results of Operations

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certain New Homes Business lease arrangements, revenue is recognized at a point in time upon system acceptance. In arrangements involving financing partners or leasing partners, judgment is required to determine the appropriate customer, which affects revenue timing and presentation. Dealer segment revenue is recognized on a net basis at the point in time when Permission to Operate is obtained.

Dealer segment revenue is recognized on a net basis at the point in time when Permission to Operate is obtained.

9 unchanged paragraphs

Thirteen Weeks Ended

General and administrative

Total operating expenses

Loss from operations

Interest expense (1)

Other non-operating income, net (2)

Income from operations before taxes

3 unchanged paragraphs

Thirteen Weeks Ended

Change in fair value of derivative liabilities

Change in fair value of forward purchase agreement liabilities

Change in fair value of SAFE Agreement

Change in fair value of Deferred Sunder Consideration

1 unchanged paragraph

Thirteen Weeks Ended

Residential Solar Installation

5 unchanged paragraphs

Thirteen Weeks Ended

Residential Solar Installation

Total cost of revenues

Percentage change is not meaningful.

3 unchanged paragraphs

Thirteen Weeks Ended

Residential Solar Installation

Total sales commissions

Percentage change is not meaningful.

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Thirteen Weeks Ended

Residential Solar Installation

Total sales and marketing

Percentage change is not meaningful.

2 unchanged paragraphs

Thirteen Weeks Ended

Residential Solar Installation

Total general and administrative

Percentage change is not meaningful.

13 unchanged paragraphs

Cost of revenues (1)

Sales and marketing (1)

Total operating expenses

General and administrative (1)

Loss from continuing operations

1 unchanged paragraph

Income tax (provision)

Includes stock-based compensation

General and administrative

Includes interest expense

Other non-operating income, net (3)

Gain on troubled debt restructuring (4)

Loss from continuing operations before taxes

Net loss from continuing operations

stock-based compensation expense as follows ( in thousands ):

Total stock-based compensation expense

interest expense and amortization of debt discount costs with related parties of $5.7 million and $7.6 million in 2025 and 2024, respectively.

3 unchanged paragraphs

Gain includes $12.5 million

includes $12.5 million with a related party in 2024.

Percentage change not meaningful.

1 unchanged paragraph

Residential Solar Installation

Percentage change not meaningful.

2 unchanged paragraphs

Residential Solar Installation

Total cost of revenues

Percentage change not meaningful.

2 unchanged paragraphs

Residential Solar Installation

Total sales commissions

Percentage change not meaningful.

1 unchanged paragraph

Residential Solar Installation

Total sales & marketing

Percentage change not meaningful.

1 unchanged paragraph

Residential Solar Installation

Total general and administrative

Percentage change not meaningful.

10 unchanged paragraphs

Material Changes to our Liquidity and Capital

Resources since December 28, 2025

Amendment to White Lion Purchase Agreement

On January 11, 2026, we and

White Lion Capital, LLC ("White Lion") entered into Amendment No. 3 (the "Amendment No. 3") to the Common Stock Purchase Agreement, dated July 16, 2024, between the Company and White Lion, as previously amended by Amendment No. 1, effective July 24, 2024, and Amendment No. 2, effective August 14, 2024 (as amended, the "Purchase Agreement"). Amendment No. 3 extends the commitment period under the Purchase Agreement (the "Commitment Period") to the earlier of December 31, 2027 and the date on which White Lion has purchased an aggregate number of shares of our common stock equal to the Commitment Amount (as defined below).

On January 27, 2026, we entered

The SEPA will automatically

We view the SEPA as a flexible

1 unchanged paragraph

1 unchanged paragraph

9 unchanged paragraphs

11 unchanged paragraphs

and 52 more changes in the filing

Executive compensation 9 changes

4 unchanged paragraphs

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.

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, Complete Solaria's 2022 Stock Plan (the " 2022 Plan "), Complete Solaria's 2011 Stock Plan (the " 2011 Plan "), Complete Solaria's 2016 Stock Plan (the " 2016 Plan ") and 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 Complete Solaria in connection with a merger transaction completed prior to the Business Combination by Complete Solaria (the " Prior Transaction "). 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 ".

The 2022 Plan is the successor of the 2021 Stock Plan of Legacy Complete Solaria, which was amended and assumed by Complete Solaria in connection with a merger transaction completed prior to the Business Combination by Complete Solaria (the " Prior Transaction ").

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 ".

23 unchanged paragraphs

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 the Company with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

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 the Company with respect to the stock award may be assigned to 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 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 the Company with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

9 unchanged paragraphs

Participation ends automatically upon termination of employment with the Company and its related corporations.

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 the Company and its related corporations.

28 unchanged paragraphs

Capitalization 4 changes

7 unchanged paragraphs

In connection with our acquisition

Additionally, in connection

connection with our acquisition of Ambia, on November 21, 2025, we made inducement grants to two key employees of Ambia as a material inducement to employment with SunPower following its acquisition of Ambia. These inducement grants consist of RSUs for a total of 2,000,000 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. The RSUs are also subject to accelerated vesting in the event the RSU recipient's employment is terminated by the Company without cause.

in connection with our acquisition of Cobalt, on February 2, 2026, we 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.

5 unchanged paragraphs

Related-party transactions 27 changes

1 unchanged paragraph

the amounts involved exceeded or will exceed $120,000; and

will exceed $120,000; and

any of our Directors, executive

of our Directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

3 unchanged paragraphs

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.

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 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 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.

2 unchanged paragraphs

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 July 2025 Note bears a 12.0% 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 2025 Note 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 July 2025 Note is convertible at the option of the holder at any time prior to the payment of the principal amount of the July 2025 Note in full. Upon conversion of the July 2025 Note, the Company will satisfy its conversion obligation by delivering shares of the Company's common stock and paying cash in respect of any fractional shares. The conversion rate of the July 2025 Note is initially equal to 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 July 2025 Note. The Company may not redeem the July 2025 Note prior to July 5, 2026. The Company may redeem for cash all (but not less than all) of the July 2025 Note, at its option,(i) on or after July 5, 2026 and prior to July 1, 2027, if the last reported sale price of the common stock has been at least 150% of the conversion price for the July 2025 Note then in effect and (ii) on or after July 5, 2027 and prior to the maturity date for the July 2025 Note if the last reported sale price of 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 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 July 2025 Note. If the Company undergoes a change of control (as defined in the 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 July 2025 Note at a price equal to 100% of the principal amount of the 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 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.

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.

4 unchanged paragraphs

2024 and 2025, we entered into note purchase agreements with certain accredited investors and qualified institutional buyers relating to the sale and issuance 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 a trustee of each of the Rodgers Family and Free Markets Charitable Trust and the Rodgers Massey Revocable Living Trust. 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. Holders of the 7% may convert all or any portion of their 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. 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 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 Indenture to enable the earlier conversion of the 7% Notes.

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 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 Indenture to enable the earlier conversion of the 7% Notes.

11 unchanged paragraphs

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.

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. All agreements between SunPower and SameDay Solar previously were entered into in the ordinary course of business; provided, however, the Company facilitates equipment purchases for SameDay Solar, and SameDay Solar receives the benefit of the pricing received by the Company for equipment purchases, including for projects that are completed by SameDay Solar on behalf of the Company and that do not involve the Company or its customers. Since January 1, 2022, we have paid SameDay Solar a total of approximately $2.3 million. Mr. Anderson receives separate compensation from SameDay Solar, and given his equity ownership, Mr. Anderson also has a 60% interest in SameDay Solar's profits and earnings.

7 unchanged paragraphs

the risks, costs, and benefits to the Company;

the impact on a Director's

impact on a Director's independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

the extent of the related person's interest in the transaction;

interest in the transaction;

the purpose and terms of the transaction;

management's recommendation

recommendation with respect to the proposed related person transaction;

the availability of other sources

for comparable services or products; and

whether the transaction is on terms

availability of other sources for comparable services or products; and the transaction is on terms comparable to those that could be obtained in an arm's length transaction.

1 unchanged paragraph

Principal stockholders 226 changes

The following table sets

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

each person known to us to be the

person known to us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock;

each of our Directors;

each of our executive officers; and

all of our Directors and executive officers as a group.

officers as a group.

1 unchanged paragraph

table is based upon information supplied by officers, Directors and principal stockholders and Schedules 13G or 13D filed with the SEC.

This 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 145,819,663 150,283,214 shares of Common Stock outstanding as of May 15, June 22, 2026, adjusted as required by rules promulgated by the SEC.

Name and Address of Beneficial Owner (1)

1 unchanged paragraph

Ecosystem Integrity Fund II, L.P. (2)

2 unchanged paragraphs

Entities affiliated with Kline Hill (6)

Entities affiliated with Carlyle Group (7)

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

5 unchanged paragraphs

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

as a group (14 persons)

1 unchanged paragraph

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.

Based solely on information obtained from a Schedule 13G filed by KHP Fund GP LLC ("KHP Fund GP") on February 5, 2025. Includes (i) an aggregate of 2,383,534 shares of common stock held by Kline Hill Partners Fund LP ("KHP LP"), Kline Hill Partners IV SPV LLC ("KHP IV SPV") and Kline Hill Partners Opportunity IV SPV LLC ("KHP Opportunity IV SPV"), (ii) an aggregate of 4,745,675 shares of common stock issuable upon the conversion of the outstanding convertible promissory notes held by KHP LP, KHP IV SPV and KHP Opportunity IV SPV and (iii) an aggregate of 170,486 shares of common stock issuable upon the exercise of warrants held by KHP LP, KHP IV SPV and KHP Opportunity IV SPV. KHP Fund GP is the general partner of KHP LP and may be deemed to share voting, investment and dispositive power with respect to these securities. Kline Hill Partners Fund IV LP ("KHP IV LP") is the sole member of KHP IV SPV and may be deemed to share voting, investment and dispositive power with respect to these securities. KHP Fund IV GP is the general partner of KHP IV LP and may be deemed to share voting, investment and dispositive power with respect to these securities. KHP Opportunity IV LP is the sole member of KHP Opportunity IV SPV and may be deemed to share voting, investment and dispositive power with respect to these securities. KHP Fund IV GP is the general partner of KHP Opportunity IV LP and may be deemed to share voting, investment and dispositive power with respect to these securities. Michael Bego and Jared Barlow are the managing members of KHP Fund GP and KPH Fund IV GP and may be deemed to share voting, investment and dispositive power with respect to these securities. Other than those securities reported herein as being held directly by such securityholder, each of them disclaims any such beneficial ownership of such securities, except to the extent of their respective pecuniary interest. The business address for Kline Hill is 325 Greenwich Ave., 3rd Floor, Greenwich, CT 06830.

Based solely on information obtained 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) 80,245 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 May 15, 2026, and (iii) 94,452 shares issuable pursuant to stock options exercisable within 60 days of 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, 2026.

This prospectus relates to

the possible resale from time to time by the Selling Securityholder or its permitted transferees of up to 39,534,884 shares of common stock comprising the 25,000,000 SEPA Shares and 14,534,884 Debenture Shares that may be issued by us to the Selling Securityholder upon conversion of the YA Debenture. For additional information relating to the SEPA and the YA Debenture, see "THE OFFERING - The Standby Equity Purchase Agreement" in this prospectus.

We are registering the 25,000,000

shares of common stock comprising the SEPA Shares that we may issue and sell to the Selling Securityholder from time to time pursuant to the provisions of the January 2026 YA RRA we entered into with Yorkville on January 27, 2026 and the 14,534,884 Debenture Shares issuable to the Selling Securityholder upon conversion of the YA Debenture pursuant to the registration rights agreement, dated March 6, 2026, between the Company and the Selling Securityholder (the " March 2026 RRA ") in order to permit the Selling Securityholder to offer the shares for resale from time to time. Except for the transactions contemplated by the SEPA, the Promissory Note, the YA Debenture, the YA Debenture Purchase Agreement, the January 2026 YA RRA, the March 2026 RRA and the YA Letter or as otherwise disclosed in this prospectus, Yorkville has not had any material relationship with us within the past three years. As used in this prospectus, the term "Selling Securityholder" means YA II PN, Ltd. The Selling Securityholder may not convert the Promissory Note or the YA Debenture for shares of common stock, and we may not issue or sell any shares of common stock to the Selling Securityholder under the SEPA, if such conversion or issuance would result in the Selling Securityholder beneficially owning more than 4.99% of the then-outstanding shares of our common stock.

The table below presents information regarding the Selling Securityholder and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Securityholder, and reflects holdings as of May 15, 2026. The number of shares in the column "Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus" represents all of the shares of common stock that the Selling Securityholder may offer under this prospectus. The Selling Securityholder may sell some, all or none of its shares in this offering.

We do not know how long the Selling Securityholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Securityholder regarding the sale of any of the shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d)

Unless otherwise indicated, the

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. June 22, (3) Includes (i) 485,562 shares held by Rodgers Capital, LLC, (ii) 8,842 shares held by Thurman J. Rodgers, (iii) 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.

Includes (i) 485,562 shares held by Rodgers Capital, LLC, (ii) 8,842 shares held by Thurman J. Rodgers, (iii) 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 May 15, June 22, 2026, and (viii) 116,601 shares issuable pursuant to stock options and restricted stock units exercisable or settleable within 60 days of May 15, June 22, 2026. Additionally, the number of shares reflected in the table above 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, (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; (f) the Rodgers Massey Freedom and Free Markets Charitable Trust holds $1,000,000 principal amount of the 10% Notes that are convertible into 884,955 shares of common stock; and (g) the Rodgers Massey Revocable Living Trust holds $5,000,000 principal amount of the 10% Notes that are convertible into 4,424,778 shares of common stock.

Consists of 9,008,345 shares of

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 Chicken Parm Pizza LLC. The business address of Chicken Parm Pizza LLC is 1750 West 11400 South, Suite 110, South Jordan, Utah 84095.

Includes 77,441 Consists of shares of common stock

Consists of shares of common stock issuable upon conversion of the 7% Notes. Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. ("Alyeska"), has voting and investment control of the shares held by Alyeska. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. The registered address of Alyeska Master Fund, L.P. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago, IL 60601.

Includes (i) 405,090 shares of common

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) 1,735,068 shares issuable pursuant to stock options exercisable within 60 days of May 15, June 22, 2026, and (iv) 141,187 shares issuable pursuant to warrants exercisable within 60 days of May 15, June 22, 2026.

Includes (i) 106,577 shares of common

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 May 15, June 22, 2026.

Includes 77,441 shares of common

Includes (i) 80,245 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 June 22, 2026, and (iii) 94,452 shares issuable pursuant to stock options exercisable within (12) Includes (i) 174,515 shares of common stock and 110,656 shares of common stock issued or issuable upon settlement of restricted stock units, (ii) 480,000 shares issuable pursuant to warrants exercisable within 60 days of May 15, June 22, 2026, and (iii) 99,515 shares issuable pursuant to stock options exercisable within (13) 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, June 22, 2026.

Includes (i) 103,825 shares of common

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, June 22, 2026.

Includes 243,169 shares of common stock issued or issuable upon settlement of restricted stock units.

Includes 114,012 shares of common stock issued or issuable upon settlement of restricted stock units.

Includes (i) 438,596 shares of common

Includes (i) 438,596 shares 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

stock issued or issuable upon settlement of restricted stock units.

Selling Securityholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by this prospectus, which consists of:

6,666,666 shares of common stock

previously issued by us pursuant to the Sunder Purchase Agreement and the Sunder Amendment, in connection with our acquisition of Sunder, ● 1,805,705 shares of common stock previously issued by us pursuant to the Cobalt Purchase Agreement in connection with the acquisition of Cobalt, ● 380,000 shares of common stock that are issuable upon the exercise of the Ayna 2026 Warrant; and up to 4,424,779 shares of common stock issuable upon conversion of our 10.0% Notes.

used in this prospectus, the term "Selling Securityholders" includes the Selling Securityholders listed in the table below, together with any additional Selling Securityholders listed in a subsequent amendment to this prospectus, and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the date of this prospectus.

following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock of each Selling Securityholder, the number of shares of common stock that may be sold by each Selling Securityholder under this prospectus and that each Selling Securityholder will beneficially own assuming all securities that may be offered pursuant to this prospectus are sold.

Because each Selling Securityholder may dispose of all, none or some portion of their securities, no estimate can be given as to the number of securities that will be beneficially owned by a Selling Securityholder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering none of the securities covered by this prospectus will be beneficially owned by the Selling Securityholders and further assumed that the Selling Securityholders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling securityholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented.

holder of 10.0% Notes may not convert such 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.

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 Securityholders have voting and investment power. The percentage of shares of common stock beneficially owned by the Selling Securityholder Securityholders prior to the offering shown in the table below is based on an aggregate of 145,819,663 150,283,214 shares of our common stock outstanding on May 15, June 22, 2026. Because Yorkville may elect to convert The Promissory Note and the YA Debenture for shares of our common stock at its option and at varying prices, the actual number of shares of our common stock that we may issue to Yorkville under the Promissory Note and the YA Debenture may be fewer than the number of shares being offered for resale under this prospectus, or may be greater than the number of shares being offered for resale under this prospectus, in which case we may be obligated to file an additional registration statement or registration statements to register the resale of such additional shares. The fourth column assumes the sale of all of the shares offered by the Selling Securityholder Securityholders pursuant to this prospectus.

otherwise noted below, the business address of each of the directors and executive officers of the Company listed in the table Selling Securityholders is c/o SunPower Inc., 1403 N. Research Way, Orem, UT 84097.

see the section titled " Plan of Distribution " for further information regarding the stockholders' Selling Securityholders' method of distributing these shares.

1 unchanged paragraph

Owned After Offering

Name of Selling Securityholder

Represents beneficial ownership

of less than 1% of the outstanding shares of our common stock.

Consists of 175,000 Commitment Shares issued pursuant to the SEPA. On January 27, 2026, we issued the Promissory Note to Yorkville in the aggregate principal amount of $1.9 million. Additionally, on March 6, 2026, we issued the YA Debenture in the aggregate principal amount of $10 million, of which we subsequently prepaid $5 million. As the conversion price per share of common stock to be used upon conversion of the Promissory Note and the YA Debenture fluctuates based on the market prices of our common stock, 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 Promissory Note and the YA Debenture at any one time or in total. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that Yorkville may be required to purchase under the SEPA because the issuance of such shares is solely at our discretion and is subject to conditions contained in the SEPA, the satisfaction of which are entirely outside of Yorkville's control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the purchases of common stock are subject to certain agreed upon maximum amount limitations set forth in the SEPA. Also, the SEPA prohibits us from issuing and selling any shares of our common stock to Yorkville, and Yorkville may not convert the Promissory Note or the YA Debenture for shares of common stock, to the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by Yorkville, would result in Yorkville and its affiliates beneficially owning more than 4.99% of the then-outstanding shares of our common stock. The 4.99% beneficial ownership limitation may not be amended or waived under the Promissory Note, the SEPA, or the YA Debenture.

Represents the number of shares being registered on behalf of the Selling Securityholder pursuant to this registration statement, which may be less than the total number of shares held by the Selling Securityholder.

Investment decisions for YA II PN, Ltd. are made by Mr. Mark Angelo. The business address of YA II PN, Ltd. is 1012 Springfield Avenue, Mountainside, NJ 07092.

Maximum Number of Shares of Common Stock to be Offered Pursuant to this Number of Shares of Common Stock Owned After Offering Name of Selling Securityholder Number Percent (1) Prospectus Number (2) Percent (1) Acquisition Transaction Holders Chicken Parm Pizza LLC(3) 17,857,902 11.2 % 6,666,666 11,191,236 7.4 % John P. Bergh(4) 1,354,270 * 1,354,270 * Mary Ellen Foley-Bergh(5) 451,426 * 451,426 * Ayna.AI LLC(6) 380,000 * 380,000 * Foris Ventures LLC(7) 4,424,779 * 4,424,779 * * Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

Applicable percentage

Applicable percentage ownership is based on 145,819,663 150,283,214 shares of our common stock outstanding as of May 15, June 22, 2026.

Assumes the sale of all shares being offered pursuant to this prospectus.

to be offered pursuant to this prospectus.

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 Chicken Parm Pizza LLC. The business address of Chicken Parm Pizza LLC is 1750 West 11400 South, Suite 110, South Jordan, Utah 84095.

Consists of 1,354,270

shares of common stock issued pursuant to the Cobalt Purchase Agreement. The business address for the selling security holder is 2557 Wyandotte Street, Mountain View, CA 94043.

Consists of 451,426 shares of common

stock issued pursuant to the Cobalt Purchase Agreement. The business address for the selling security holder is 2557 Wyandotte Street, (6) Consists of 380,000 shares of common stock issuable upon exercise of the Ayna 2026 Warrant. The business address for Ayna is 100 Century Center Court, Suite 205, San Jose, (7) Consists of shares of common stock issuable upon conversion of 10.0% Notes held by Foris Ventures LLC. The business address of Foris Ventures LLC is 1180 San Carlos Ave., of Capital Stock following summary of certain provisions of SunPower's securities does not purport to be complete and is subject to the Certificate of Incorporation, the Bylaws and the provisions of the DGCL.

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Plan of distribution 38 changes

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Management 281 changes

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Other information 102 changes

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Financial statements 45 changes

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