NASDAQ: SPWR SunPower Inc. 8-K

SunPower issues additional 10% convertible notes, adding to April 2026 offering

Filed May 22, 2026 · Period ending May 19, 2026 · ~1 min read

Key Changes

high

SunPower issued additional 10% Convertible Senior Secured Notes due 2029 on May 20, 2026, convertible at $1.64/share (610.3 shares per $1,000 principal), secured by substantially all company assets.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
high

Notes carry potential dilution of up to 4.4M shares at maximum conversion rate of 885 shares per $1,000 principal, with 9.99% ownership cap preventing any single holder from exceeding that threshold.

Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
high

Indenture restricts SunPower's ability to incur additional debt, pay dividends, repurchase stock, or dispose of assets; asset sales may trigger mandatory repurchase offers at par plus interest.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Cross-default provisions tie notes to Siemens Settlement liens and other debt over $10M; fundamental change events give noteholders right to demand repurchase at par plus accrued interest.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

SunPower issued additional 10% Convertible Senior Secured Notes due 2029 on May 20, 2026, supplementing an initial offering closed in April 2026. The notes convert at an initial price of approximately $1.64 per share (610.3 shares per $1,000 principal), with potential adjustment up to 885 shares per $1,000 following certain corporate events.

The notes are secured by substantially all company assets and pay 10% interest quarterly. Maximum potential dilution stands at 4.4 million shares, though a 9.99% ownership cap limits any single holder's conversion. The indenture imposes significant operational constraints. SunPower faces restrictions on incurring additional debt, paying dividends, repurchasing stock, and disposing of assets.

Asset sale proceeds may trigger mandatory repurchase offers at par plus accrued interest. Cross-default provisions link the notes to the Siemens Settlement and other debt over $10 million, meaning difficulties with those obligations could accelerate these notes. Noteholders gain a put right at par plus interest if a fundamental change occurs, providing downside protection but potentially creating liquidity demands during a transaction. The additional issuance suggests ongoing capital needs, while the restrictive covenants and high interest rate reflect the company's constrained financial position.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,800 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

3 Added

Added Conversion terms and ownership cap high

Added in current filing · verify on EDGAR →

The conversion rate for the Notes is initially 610.3143 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $1.64 per share of Common Stock. The conversion rate for the Notes is subject to adjustment from time to time in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event, subject to a maximum conversion rate of 884.9557 shares of Common Stock per $1,000 principal amount of Notes.

The notes convert at an initial rate of 610.3143 shares per $1,000 principal (approximately $1.64 per share), with potential adjustment up to a maximum of 884.9557 shares per $1,000 principal following certain corporate events. The indenture includes a 9.99% ownership cap preventing any conversion that would result in a holder beneficially owning more than 9.99% of outstanding common stock. Note: these figures were previously disclosed in the company's Apr 22, 2026 8-K.

Added Events of default medium

Added in current filing · verify on EDGAR →

●certain defaults by the Company or any of its significant subsidiaries with respect to (y) the liens securing the Company’s payment obligations under Siemens Settlement, or (z) indebtedness for borrowed money of at least $10.0 million;

The indenture includes cross-default provisions triggered by defaults on liens securing the Siemens Settlement obligations or defaults on at least $10 million of other borrowed money. These provisions could accelerate the notes if SunPower encounters difficulties with other debt obligations.

Added Fundamental change repurchase right medium

Added in current filing · verify on EDGAR →

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

Noteholders have the right to require SunPower to repurchase their notes at par plus accrued interest if a fundamental change occurs (such as a change of control or certain merger/acquisition events). This provides downside protection to noteholders but could create liquidity demands on the company during a transaction.

Event · Item 3.02 — Unregistered Sales of Equity Securities

~300 words

Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.

2 Added

Added Convertible notes issuance high

Added in current filing · verify on EDGAR →

Initially, a maximum of 4,424,779 shares of the Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 884.9557 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

SunPower issued convertible notes in a private placement under Section 4(a)(2) of the Securities Act. The notes are convertible into common stock at an initial rate of 884.9557 shares per $1,000 principal, representing potential dilution of up to 4,424,779 shares. The conversion rate is subject to anti-dilution adjustments.

Added Conversion exemption medium

Added in current filing · verify on EDGAR →

To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a) (9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock.

Any shares issued upon note conversion will rely on a Section 3(a)(9) exemption from registration, as no commissions or remuneration will be paid in connection with the conversion. This means the conversion process itself will not trigger registration requirements.