04/27/2026 | Press release | Distributed by Public on 04/27/2026 16:08
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 10% Convertible Senior Secured Notes due 2029 | (1) | 04/23/2026 | X | $6,000,000(3)(4) | (2) | (2) | Common Stock | 3,661,885 | $6,000,000 | $6,000,000 | I | See Footnote(5) | |||
| Simple Agreement for Future Equity | (3) | 04/23/2026 | X | $5,000,000 | (3) | (3) | Convertible Notes(3) | 5,000,000(3) | $ 0 | $ 0 | I | See Footnote(5) | |||
| Simple Agreement for Future Equity | (4) | 04/23/2026 | X | $1,000,000 | (4) | (4) | Convertible Notes(4) | 1,000,000(4) | $ 0 | $ 0 | I | See Footnote(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rodgers Thurman J C/O SUNPOWER INC. 1403 N. RESEARCH WAY OREM, UT 84097 |
X | X | Chief Executive Officer | |
| /s/ Michael Penney, Attorney-in-Fact for Thurman J. Rodgers | 04/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The conversion rate for the 10% Convertible Senior Secured Notes due 2029 (the "Convertible Notes") is initially equal to 610.3143 shares of common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment in accordance with the terms of the Convertible Notes. |
| (2) | The Convertible Notes mature on May 1, 2029, unless earlier converted or repurchased. The Reporting Person may convert all or any portion of the Convertible Note prior to the close of business on the business day immediately preceding the maturity date. |
| (3) | On 4/8/2026, a trust controlled by the Reporting Person purchased a simple agreement for future equity ("April 2026 SAFE") in exchange for $5,000,000. At the closing of the issuance of the Convertible Notes, the April 2026 SAFE was converted and exchanged into $5,000,000 principal amount of the Convertible Notes. |
| (4) | On 5/13/2024, a trust controlled by the Reporting Person purchased a simple agreement for future equity (the "May 2024 SAFE") in exchange for $1,000,000. The May 2024 SAFE was converted and exchanged into $1,000,000 principal amount of the Convertible Notes. |
| (5) | $5,000,000 principal amount of the Convertible Notes are held by the Rodgers Massey Revocable Living Trust, and $1,000,000 principal amount of the Convertible Notes are held by the Rodgers Family Freedom & Free Markets Charitable Trust. The April 2026 SAFE was held by Rodgers Massey Revocable Living Trust, and the May 2024 SAFE was held by the Rodgers Family Freedom & Free Markets Charitable Trust. The Reporting Person and his spouse serve as trustees for each of the Rodgers Massey Revocable Living Trust and the Rodgers Family Freedom & Free Markets Charitable Trust. |