SEC Form 4 · accession 0001213900-26-098416
SunPower Inc. · SPWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thurman J Rodgers
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Aug 24, 2026
Accepted (ET)
Sep 9, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001838987
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Sep 4, 2026 | X | 7,870,917 | $0.2541 | A | 36,687,593 | I | See note |
| Common StockF3 | holding | — | — | — | 2,471,485 | I | See note | |
| Common StockF4 | holding | — | — | — | 485,562 | I | See note | |
| Common StockF5 | holding | — | — | — | 463,589 | I | See note | |
| Common StockF6 | holding | — | — | — | 463,589 | I | See note | |
| Common Stock | holding | — | — | — | 8,842 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Simple Agreement for Future EquityF1 | — | Aug 24, 2026 | P | — | A | — | — | Equity | 7,870,917 | — | I |
| Simple Agreement for Future EquityF2 | — | Sep 4, 2026 | X | — | D | — | — | Common Stock | 7,870,917 | — | I |
Explanation of responses
- F1On 8/24/2026, the Rodgers Massey Revocable Trust, for which the Reporting Person and his spouse serve as trustees (the "Revocable Trust"), purchased a simple agreement for future equity (the "SAFE") in exchange for $2,000,000. The SAFE was automatically convertible at the closing of the first financing transaction completed by the Issuer following the issuance of the SAFE. At the closing of such financing transaction, the SAFE was convertible into $2,000,000 of shares, units or increment of the securities issued in such financing transaction based on the price per share, unit or increment of the securities issued and sold by the Issuer, and subject to the terms and conditions of the SAFE. The SAFE was converted into 7,870,917 shares of common stock on 9/4/2026.
- F2On 9/4/2026, the SAFE was converted into 7,870,917 shares of the Issuer's common stock pursuant to the Securities Purchase Agreement dated 9/2/2026 between the Issuer and the Revocable Trust. Such common stock is held by the Revocable Trust, for which the Reporting Person and his spouse serve as trustees.
- F3These shares are held by the Rodgers Family Freedom and Free Markets Charitable Trust (the "Charitable Trust"). The reporting person and his spouse serve as trustees of the Charitable Trust.
- F4These shares are held by Rodgers Capital, LLC. The reporting person is the manager of Rodgers Capital, LLC.
- F5These shares are held by the TJ Rodgers 2012 Irrevocable Trust dtd 12/26/12, for which the reporting person serves as trustee.
- F6These shares are held by the Valeta Massey 2012 Irrevocable Trust dtd 12/26/12, for which the reporting person's spouse serves as trustee.