NASDAQ: SPWRW

In
October 2023, we sold the solar panel assets of The Solaria Corporation, including intellectual property and customer contracts to Maxeon
Solar Technologies, Ltd. (“Maxeon”) pursuant to the terms of an asset purchase agreement (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
expect to continue making acquisitions and entering into strategic partnerships as part of our long-term business strategy. For example,
on September 24, 2025, we completed the purchase of all the membership interests of Sunder Energy, LLC (“Sunder”). Sunder
provides a third-party solar energy sales force to initiate and execute contracts with customers throughout the United States. Sunder’s
sales force works with solar installation companies in which Sunder acts as the agent for each transaction entered. Sunder earns revenue
based on residential solar installation contracts for residential homeowners that are sold to installation companies in accordance with
its contracts with those installation companies. Upon entering into a sales contract, the requisite performance obligation of Sunder
is to assist the installation companies in the progress of the installation and obtain permission to operate. On November 21, 2025, we
completed the purchase of all the membership interest of Ambia Energy, LLC (“Ambia”). Ambia is a residential solar energy
system installer which operates in various markets throughout the United States. Ambia generates revenue from selling and installing
solar energy systems or orchestrating the sale of a solar energy system which will be installed by a third party. On January 30, 2026,
we completed the purchase of all of the equity interests of Cobalt Power Systems, Inc. (“Cobalt”). Cobalt is an installer
of residential and commercial solar energy systems in the San Francisco Bay area. Cobalt generates revenue from the design and installation
of solar power systems.

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On
August 5, 2024, we entered into an Asset Purchase Agreement (the “APA”) among us and SunPower Corporation and its direct
and indirect subsidiaries (collectively, the “SunPower Debtors”) providing for the sale and purchase of certain assets relating
to the Blue Raven Solar business, New Homes Business and Non-Installing Dealer network previously operated by the SunPower Debtors (the
“Acquired SunPower Assets”). The APA was entered into in connection with a voluntary petition filed by SunPower under Chapter
11 of the United States Code, 11 U.S.C.§§ 101-1532. The sale was approved on September 23, 2024, by the United States Bankruptcy
Court for the District of Delaware. We completed the acquisition of the Acquired SunPower Assets effective September 30, 2024. The assets
and businesses acquired by us under the APA are referred to as the “SunPower Businesses.” As part of the acquisition the
Company acquired Albatross, an order-to-management proprietary software to manage our orders, fulfillment and customer service all in
one central location.

The
acquisitions of Sunder, Ambia, Cobalt and SunPower Businesses are collectively referred to herein as “Acquisitions”.

Revenue
Model

We
offer solar system sales and installation to residential homeowners and the new home builders’ communities. The Acquisitions will
allow us to accelerate our revenue growth and expand our footprint to deliver solar system sales into regions where we might have not
previously done business.

We
sell solar systems to homeowners, home builders and small to medium-sized commercial customers through third-party sales partners. As
a result of our acquisition of Sunder, we operate a solar energy sales force to initiate and execute contracts with customers throughout
the United States. We manage every aspect of project management for those contracts before ultimately contracting with builder partners
or using in-house installation experts to complete the construction and installation of the solar systems. This residential solar platform
provides homeowners with simple pricing for solar energy that provides significant savings compared to traditional utility energy. Homeowners
can choose from a wide array of system features and financing options that best meet their needs. By delivering the best-matched products
and a best-in-class customer experience, we establish valuable customer relationships that can extend beyond the initial solar energy
system purchase and provide us with opportunities to offer additional products and services in the future.

Technology
Innovation

Since
inception, we have continued to invest in a platform of services and tools to enable large-scale operations for sales and builder partners.
The platform incorporates processes and software solutions that simplify and streamline design, proposals, and project management throughout
the lifecycle of a residential solar project. The platform empowers new market entrants and smaller industry participants with its plug-and-play
capabilities. The ecosystem we have built provides broad reach, and we believe it positions us for sustained and rapid growth through
a capital-efficient business model. The network of our partners continues to expand today.

We
use salesforce.com to manage and fulfill orders which replaced our use of Albatross, the rights to which we acquired in connection with
our acquisition of the SunPower Businesses. Albatross is a sales order platform which will be sunset later in 2026. Our acquisition of
Sunder included Merdeka, a software platform which gives access from bookings to energization. We currently have this platform on view
only and believe it has future potential as a differentiating option compared to our competition.

Differentiation
and Operating Results

Delivering
a differentiated customer experience is core to our strategy. It emphasizes a customized solution, including a design specific to each
customer’s home and pricing configurations that typically drive both customer savings and value. Developing a trusted brand and
providing a customized solar service offering resonates with customers accustomed to a traditional residential power market that is often
overpriced and lacking in customer choice.

Our
overall mission is to deliver energy-efficient solutions to homeowners, home builders and small to medium-sized businesses that allow
them to lower their energy bills while reducing their carbon footprint. We want to pass our operational costs savings back to our customers
by keeping costs low in an environment where labor costs are rising and interest rates remain uncertain. These operational costs savings
are attributed to the workforce that was acquired as part of the SunPower Acquisition. We expanded our operations center that supports
operations, order process, customer care and support, credit and collections, procurement, vendor management and accounting related functions,
and have rationalized our headcount.

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Our
Strategy

Our
strategy focuses on providing our sales partners with the software tools, sales support, and ability to compete effectively with national
providers. This turnkey solution makes it easy for anyone to sell solar.

Solar
System Sales

Solar
System Sales are full systems sold to homeowners, home builders and small to medium-sized commercial businesses through our sales partner
channels. We and our builder partners fulfill and install the systems. We believe that we can increase revenue by executing the following
approaches:

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

●
Increase revenue and
margin by engaging national-scale sales partners—We expect to create a consistent offering with a single execution process
for national-scale sales partners throughout their territories, including in territories where we do not currently operate. These
national accounts have unique customer relationships that will facilitate meaningful sales opportunities and low acquisition cost
to increase revenue and improve margin.

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

Our
Strengths

The
following strengths position us to drive the mass adoption of residential solar in a manner that maximizes the value of our growing customer
base over the long term:

●
Platform of Services
and Tools: A diversified and multi-pronged customer acquisition approach. This infrastructure underpins the ability to enjoy
broad customer reach with a low system-wide cost structure and positions us for expansion to every market where distributed solar
energy generation can offer homeowners savings versus traditional utility retail power.

●
Differentiated Customer
Experience: We offer a unique customer experience through various methods: customer-friendly solar service features, tailored
designs and customizable pricing for each homeowner, a highly consultative sales process, and a focus on customer savings.

●
Access to customers
through third-party sales channels: The turn-key solar product offering, best-in-class customer service, and national footprint
support third-party sales channels and strategic national partnerships. We provide solutions for sales channels seeking to expand
their geographic reach and strengthen their relationships with their own customers.

●
Skilled labor workforce:
We invest in safety first and ensure that our labor workforce is not only proficient in construction and energy but has strong
communication, problem-solving and customer service skills. This allows them not only to make decisions quickly onsite but allows
them to be empowered to service our customers on the spot and timely.

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Customer
Service and Operations

Solar
System Sales

We
have made significant investments to create a platform of services and tools that addresses customer origination, system design and installation,
and general customer support. Before a sales representative conducts a consultation, homeowners are pre-qualified based on a preliminary
evaluation that considers a homeowner’s credit, home ownership, electricity usage and suitability of the roof based on age, condition,
shading and pitch. Once a homeowner is pre-qualified, all necessary data is collected, and a proposal is generated for the homeowner.
If a homeowner is interested in moving forward, a customer contract is generated for electronic execution. This contract then undergoes
a final review before it is countersigned. Homeowners financing their purchase via a loan, lease or power purchase agreement submit applications
to financial institutions and, upon credit approval, execute financing agreements between the homeowner and the financier.

Once
an agreement is fully executed, a site audit is performed at the home to inspect the condition of the roof, electrical equipment, and
shading. Following this audit are a final system design plan and an application for any required building permits. The plans are reviewed
to ensure they conform to the executed contract or to process a change order if required. A second production estimate is generated at
that time and if the expected energy production exceeds or falls below the original estimate by certain thresholds, the homeowner agreement
is modified accordingly. To reduce installation costs and operational risk, there are defined design and installation quality standards
designed to ensure that homeowners receive a quality product, regardless of who installs the system.

After
the solar panels are installed, the customer care team follows up with the homeowner with a survey on their experience. If a system requires
maintenance, we or a dedicated service-only contractor will visit the customer’s home and perform any necessary repairs or maintenance
at no additional cost to the customer.

Suppliers

The
main components of a residential solar energy system are the solar modules, inverters, and racking systems. We also offer battery storage
and car chargers where it can benefit our customers. We generally purchase components from select distributors, which are then shipped
to build partners for installation. There is a running list of approved suppliers in the event any of the sources for modules, inverters
or other components become unavailable. If we fail to develop, maintain, and expand relationships with these or other suppliers, the
ability to meet anticipated demand for solar energy systems may be adversely affected, or at higher costs or delayed. If one or more
of the suppliers ceases or reduces production due to its financial condition, acquisition by a competitor or otherwise, it may be difficult
to identify alternate suppliers quickly or to qualify alternative products on commercially reasonable terms, and the ability to satisfy
this demand may be adversely affected.

We
screen all suppliers and components based on expected cost, reliability, warranty coverage, ease of installation, etc. We typically enter
into master contract arrangements with major suppliers that define the general terms and conditions of purchases, including warranties,
product specifications, indemnities, delivery and other customary terms. The declining cost of solar modules and the raw materials necessary
to manufacture them have been a key driver in the prices charged for electricity and homeowner adoption of solar energy. If solar module
and raw material prices do not continue to decline at the same rate as they have over the past several years, the resulting prices could
slow growth and cause financial results to suffer. If we are required to pay higher prices for supplies, accept less favorable terms,
or purchase solar modules or other system components from alternative, higher-priced sources, financial results may be adversely affected.

We
and our build partners are responsible for and source the other products related to solar energy systems, such as fasteners, wiring and
electrical fittings. From time-to-time, we procure these other products related to solar energy systems for our own installation business.
We manage inventory through just-in-time delivery, at local warehouses, and as segregated inventory at build partners.

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The
main components of a residential solar module are the solar cells. Our solar modules are generally manufactured by third-party select
manufacturers and are purchased from distributors.

Competition

Our
primary competitors are the traditional utilities that supply electricity to potential customers. We compete with these traditional utilities
primarily based on price (cents per kilowatt hour), predictability of future prices (by providing pre-determined annual price escalations)
and the ease by which homeowners can switch to electricity generated by solar energy systems. Based on these factors, we compete favorably
with many traditional utilities.

We
compete for homeowner customers with other solar sales and installation companies and with solar companies with business models that
are like ours. Our main competitors can be grouped broadly into (a) national, vertically integrated companies with established brands
and proprietary consumer financing products; (b) small, local solar contractors who operate with relatively low fixed overhead expenses
but who may lack systems, tools, and sophisticated product offerings; and (c) sales aggregators who engage with third-party sales companies
to generate installation contracts. We compete favorably with these companies, with (a) better customer experience and better sales partner
experience than the national vertically integrated companies; (b) better pricing and broader customer offerings than smaller local solar
contractors; and (c) a better build partner experience than sales aggregators.

We
also face competition from purely finance-driven organizations that acquire homeowner customers and then subcontract out the installation
of solar energy systems, installation businesses that seek financing from external parties, large construction companies and utilities
and sophisticated electrical and roofing companies.

Intellectual
Property

We
seek to protect our intellectual property rights by relying on federal, state and common law rights in the U.S. and other countries,
as well as contractual restrictions. We generally enter into confidentiality and invention assignment agreements with employees and contractors,
and confidentiality agreements with other third parties, to limit access to, and disclosure and use of, confidential information and
proprietary technology. In addition to these contractual arrangements, we also rely on a combination of trademarks, trade dress, domain
names, copyrights, and trade secrets to help protect the brand and other intellectual property.

Government
Regulations and Incentives

Governments
have used different public policy mechanisms to accelerate the adoption and use of solar power. Examples of customer-focused financial
mechanisms include capital cost rebates, performance-based incentives, feed-in tariffs, tax credits, renewable portfolio standards, net
metering, and carbon regulations. Some of these government mandates and economic incentives are scheduled to be reduced or to expire
or could be eliminated. Capital cost rebates provide funds to customers based on the cost and size of a customer’s solar power
system. Performance-based incentives provide funding to a customer based on the energy produced by their solar power system. Feed-in
tariffs pay customers for solar power system generation based on energy produced at a rate generally guaranteed for a period of time.
Tax credits reduce a customer’s taxes at the time the taxes are due. Renewable portfolio standards mandate that a certain percentage
of electricity delivered to customers comes from eligible renewable energy resources. Net metering allows customers to deliver to the
electric grid any excess electricity produced by their on-site solar power systems and to be credited for that excess electricity at
or near the full retail price of electricity. Carbon regulations, including cap-and-trade and carbon pricing programs, increase the cost
of fossil fuels, which release climate-altering carbon dioxide and other greenhouse gas emissions during combustion.

In
addition to the mechanisms described above, there are various incentives for homeowners and businesses to adopt solar power in The Inflation
Reduction Act of 2022 (the “IRA”). On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted
and significantly modified this framework by accelerating the phase-out or termination of certain federal tax incentives and introducing
additional eligibility requirements and compliance obligations. In particular, the OBBBA accelerates the termination of the clean electricity
investment tax credit and production tax credit for applicable solar facilities, generally limiting availability to projects that begin
construction by July 4, 2026 or are placed in service by December 31, 2027, and terminates the residential clean energy credit for property
installed after December 31, 2025. The OBBBA also introduces additional restrictions relating to certain foreign entities of concern
(“FEOC”) and supply chain sourcing, which may affect project eligibility and increase compliance costs.

Moreover,
in Europe, the European Commission has mandated that its member states adopt integrated national climate and energy plans to increase
their renewable energy targets to be achieved by 2030, which could benefit the deployment of solar. However, the U.S. and European Union,
among others, have imposed tariffs or other import duties on solar products, or are evaluating the imposition of such duties on solar
panels, solar cells, polysilicon, and other components. These import duties may offset the incentives described above and increase the
price of our solar products.

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Employees
and Human Capital Resources

As
of December 28, 2025, we had 785 employees on a full-time basis. We also engage independent contractors and consultants. No employees
are covered by collective bargaining agreements. There have not been any work stoppages.

Our
human capital resources objectives include identifying, recruiting, retaining, training, and integrating our existing and new employees.
The principal purposes of our equity incentive plans are to attract, retain and motivate personnel through the granting of equity-based
awards, increasing stockholder value and the success of our Company by motivating such individuals to perform to the best of their abilities
and achieve SunPower’s objectives.

Facilities

Our
corporate headquarters and executive offices are located in Orem, Utah.

We
lease all the facilities and own no real property. We believe that our current facilities are adequate to meet ongoing needs. If additional
space is required, we believe that we will be able to obtain additional facilities on commercially reasonable terms.

U.S.
Corporate Information

We
were originally known as Freedom Acquisition I Corp (“FACT”). We are engaged in solar system sales and associated commerce.
On July 18, 2023, Complete Solaria, FACT, and certain other entities consummated the transactions contemplated under that certain amended
and restated Business Combination Agreement, dated as of May 26, 2023, following the approval at the special meeting of the stockholders
of FACT held July 11, 2023. In connection with the closing of the Business Combination, we changed our name from Freedom Acquisition
I Corp. to Complete Solaria, Inc.

Our
principal executive offices are located at 1403 N. Research Way, Orem UT 84097, and our telephone number is (877) 299-4943.

Access
to Company Information

We
file or furnish periodic reports and amendments thereto, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, proxy statements and other information with the Securities and Exchange Commission (“SEC”).
In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information
regarding issuers that file electronically. Our internet address is https://us.sunpower.com. Through our internet website, we make available,
free of charge, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those
reports as soon as reasonably practicable after such reports have been filed with or furnished to the SEC. The information on our website is
not a part of this Annual Report on Form 10-K.

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