UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 302, 2026

~~SUNPOWER~~SunPower ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40117		93-2279786
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

45700 Northport Loop East, Fremont, CA		94538
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 270-2507

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	SPWR	The Nasdaq Global Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	SPWRW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~of ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnJeanne ~~January~~Nguyen 30, 2026, SunPower Inc., a Delaware corporation (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Cobalt Power Systems, Inc., a California corporation (“Cobalt”), and Cobalt’s stockholders (the “Stockholders”).Resignation

~~The~~On ~~Company, Cobalt and the Stockholders completed the closing under the Share Purchase Agreement (the “Closing”) on~~ February 2, 2026~~. At the Closing~~, ~~the~~ ~~Company~~Jeanne ~~acquired~~Nguyen ~~all of the outstanding stock of Cobalt~~ resigned from ~~the~~her ~~Stockholders~~position ~~for:~~as ~~(a)~~interim ~~1.8~~Chief ~~million~~Financial ~~shares~~Officer ~~(the “Closing Consideration Shares”)~~ of ~~common~~SunPower ~~stock of the Company, $0~~Inc.~~0001~~ ~~par value per share~~ (the “~~Common Stock~~Company”)~~, issued at the Closing to the Stockholders; and (b) the agreement to issue an additional $3~~.33 ~~million of shares of Common Stock on the 12-month anniversary of the Closing and an additional $3~~Ms.33 ~~million~~Nguyen ofwill ~~shares~~continue ~~of Common Stock on the 18-month anniversary of the Closing (such additional shares of Common Stock, the “Post-Closing Consideration Shares”). Additionally, the Company agreed~~ to ~~issue~~serve ~~up to $2 million~~as ~~of restricted stock units to those Cobalt employees who continue their employment with~~ the Company’s ~~following~~Chief ~~the~~Accounting ~~Closing, and 850,000 restricted stock units will be issued as inducement grants to certain Cobalt key employees~~Officer.

~~The~~Appointment ~~actual number~~ of ~~Post-Closing Consideration~~Chief ~~Shares~~Financial ~~issuable~~Officer ~~by the Company on the 12-~~ and ~~18-month anniversaries of the Closing will be determined based on the five-day~~ ~~trailing~~Principal ~~volume-weighted~~Financial average price of the Common Stock after market close on the business day immediately prior to the issuance date of the applicable shares. Additionally, the number of Post-Closing Consideration Shares issuable by the Company is subject to adjustment pursuant to customary working capital and balance sheet adjustment terms and subject to offset for certain indemnifiable damages in accordance with the Share Purchase Agreement. Pursuant to the terms and conditions of the Share Purchase Agreement, the Company agreed to register the Closing Consideration Shares and the Post-Closing Consideration Shares for resale to the public under the Securities Act of 1933, as amended (the “Securities Act”), with the initial registration statement to be filed no later than 20 calendar days after the date on which the Company files its Annual Report on Form 10-K for the 2025 fiscal year.Officer

The ~~Share~~Company ~~Purchase~~appointed ~~Agreement includes~~Wendell ~~customary~~Laidley ~~representations~~as ~~and warranties, covenants, and indemnities, in each case under~~ the circumstances and subject to certain limitations set forth in the Share Purchase Agreement. The indemnification obligations under the Share Purchase Agreement are subject to customary deductibles and caps. The Company’s ~~primary source of recovery for indemnifiable damages is set off of such damages~~ ~~against~~Chief ~~the~~Financial ~~Post-Closing~~Officer ~~Consideration~~and ~~Shares~~Principal ~~issuable~~Financial byOfficer, ~~the~~effective ~~Company~~February ~~following~~2, ~~Closing~~2026.

~~The~~Mr. ~~foregoing~~Laidley, ~~summary~~age of56, ~~the Share~~has ~~Purchase~~more ~~Agreement~~than is30 ~~not~~years ~~complete,~~of finance and itaccounting isexperience. ~~qualified~~Before injoining ~~its~~the ~~entirety~~Company, byMr. ~~reference~~Laidley toserved ~~the~~as ~~full~~chief ~~text~~financial officer of ~~the~~Lumio ~~Share~~from ~~Purchase~~May ~~Agreement,~~2021 until ~~the~~August ~~form~~2022. ofMr. ~~which~~Laidley isalso ~~filed~~served as ~~Exhibit~~CFO ~~10.1~~of Life360 from February 2019 to ~~this~~July ~~Current~~2020. ~~Report~~Prior onto ~~Form~~that, ~~8-K~~Mr. Laidley held various finance and ~~incorporated~~accounting ~~herein~~positions, byincluding ~~reference~~with Big Switch Networks, AppDynamics, RS Investments, Credit Suisse First Boston and Deutsche Bank.

~~Item~~On 2February 1, 2026, the Company entered into an offer letter (the “Offer Letter”) with Mr.01 Laidley in connection with his employment as Chief Financial Officer. Pursuant ~~Completion~~to the Offer Letter, Mr. Laidley will have an annual base salary of ~~Acquisition~~$400,000 orand ~~Disposition~~an annual target bonus opportunity of ~~Assets~~50% of his base salary. Mr. Laidley will be granted 1,200,000 restricted stock units (“RSUs”), of which the first 20% will be subject to a 12-month “cliff” vesting provision and with the remainder vesting ratably on an annual basis over the course of the following four years. The foregoing description of the Offer Letter is only a summary and is qualified in its entirety by the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

~~The~~No ~~information~~arrangement ~~set~~or ~~forth~~understanding exists between ~~under~~Mr. ~~Item~~Laidley 1and any other person pursuant to which Mr.01 ofLaidley ~~this~~was ~~Current~~selected ~~Report~~to onserve ~~Form~~as ~~8-K~~the isCompany’s ~~incorporated~~Chief ~~herein~~Financial byOfficer ~~reference~~and its Principal Financial Officer.

~~Item~~There 3are no family relationships between Mr.~~02.~~ Laidley ~~Unregistered~~and ~~Sales~~any director or executive officer of ~~Equity~~the ~~Securities~~Company that would be required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no transactions involving Mr. Laidley that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

~~The information set forth under~~ Item 19.01. ofFinancial ~~this~~Statements ~~Current~~and ~~Report on Form 8-K is incorporated herein by reference.~~Exhibits

The Closing Consideration Shares issued pursuant to the Share Purchase Agreement, and the Post-Closing Consideration Shares to be issued pursuant to the Share Purchase Agreement, will be issued to the Stockholders in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(ad)~~(2)~~ ~~under the Securities Act.~~Exhibits

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.

Exhibit Number		Description
10.1		Offer Letter between SunPower Inc. and Wendell Laidley.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit Number		Description
	SunPower Inc.
10.1		Share Purchase Agreement, dated January 30, 2026, by and among SunPower Inc., Cobalt Power Systems, Inc. and the stockholders party thereto +*
Dated: February 5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

+ 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.2

* Portions of this exhibit are redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

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.

	SunPower Inc.
Dated: February 2, 2026
	By:	/s/ Thurman J. Rodgers
		Thurman J. Rodgers
		Chief Executive Officer

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