Sunpower Inc. 8-K Filing

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Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SPWR The Nasdaq Global Ma
• $11.50 — of Common Stock at an exercise price of $11.50 per share SPWRW The Nasdaq Capital
• $9.375 million — b) the agreement to issue an additional $9.375 million of shares of Common Stock on the six-mo
• $2.8102 — le by the Company will not be more than $2.8102 per share or less than $1.4988 per shar
• $1.4988 — ore than $2.8102 per share or less than $1.4988 per share. Additionally, the number of

Filing Documents

• ea0266768-8k_sunpower.htm (8-K) — 40KB
• ea026676801ex10-1_sunpower.htm (EX-10.1) — 540KB
• ea026676801ex99-1_sunpower.htm (EX-99.1) — 16KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-113856.txt ( ) — 921KB
• spwr-20251121.xsd (EX-101.SCH) — 4KB
• spwr-20251121_def.xml (EX-101.DEF) — 27KB
• spwr-20251121_lab.xml (EX-101.LAB) — 37KB
• spwr-20251121_pre.xml (EX-101.PRE) — 25KB
• ea0266768-8k_sunpower_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 21, 2025, SunPower Inc., a Delaware corporation (the " Company "), entered into a Membership Interest Purchase Agreement (the " Membership Interest Purchase Agreement ") with Ambia Energy, LLC, a Utah limited liability company (" Ambia "), and Ambia Holdings, Inc., a Delaware corporation and the sole member of Ambia (the " Member "). The Company, Ambia and the Member completed the closing under the Membership Interest Purchase Agreement (the " Closing ") on November 21, 2025. At the Closing, the Company acquired all of the outstanding membership interests of Ambia from the Member for: (a) 10,243,924 shares (the " Closing Consideration Shares ") of common stock of the Company, $0.0001 par value per share (the " Common Stock "), issued at the Closing to the Member; and (b) the agreement to issue an additional $9.375 million of shares of Common Stock on the six-month anniversary of the Closing and an additional $9.375 million of shares of Common Stock on the 12-month anniversary of the Closing (such additional shares of Common Stock, the " Post-Closing Consideration Shares "). The issuance of the Post-Closing Consideration Shares is subject to approval by the Company's stockholders following the Closing in accordance with the rules and regulations of the Nasdaq Stock Market (including Nasdaq Listing Rule 5635(a)). The actual number of Post-Closing Consideration Shares issuable by the Company on the six- and 12-month anniversaries of the Closing will be determined based on the 20-day trailing volume-weighted average price of the Common Stock after market close on the business day immediate prior to the issuance date of the applicable shares (the " VWAP Value "); provided that the VWAP Value for the calculation of the actual number of Post-Closing Consideration Shares issuable by the Company will not be more than $2.8102 per share or less than $1.4988 per share. Additionally, the number of Post-Closin

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Closing Consideration Shares issued pursuant to the Membership Interest Purchase Agreement, and the Post-Closing Consideration Shares to be issued pursuant to the Membership Interest Purchase Agreement, will not be registered under the Securities Act or any state securities laws, and such securities will be issued to the Member in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same. The Closing Consideration Shares and the Post-Closing Consideration Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 1

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 24, 2025, the Company issued a press release regarding the Membership Interest Purchase Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of business acquired The financial statements required by this item are not available at this time and will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information The pro forma financial information required by this item are not available at this time and will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit Number Description 10.1 Membership Interest Purchase Agreement, dated November 21, 2025, by and among SunPower Inc., Ambia Energy, LLC and Ambia Holdings, Inc.+* 99.1 Press Release dated November 24, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. * Portions of this exhibit are redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 24, 2025 SUNPOWER INC. By: /s/ Thurman J. Rodgers Thurman J. Rodgers Chief Executive Officer 3

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