Form 8-K

8-K — SunPower Inc.

Accession: 0001213900-26-043530

Filed: 2026-04-14

Period: 2026-04-14

CIK: 0001838987

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Documents

8-K — ea0286264-8k_sunpower.htm (Primary)

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8-K — CURRENT REPORT

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UNITED STATES

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):

April 14, 2026

SunPower 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.)

1403 N. Research Way, Orem UT

84097

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (877) 299-4943

45700 Northport Loop East, Fremont CA 94538

(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 4.02. Non-Reliance on Previously Issued Financial Statements

or a Related Audit Report or Completed Interim Review.

On April 14, 2026, authorized officers of SunPower

Inc. (the “Company”) and the Audit Committee of the Board of Directors determined that the Company’s previously

issued interim financial statements for the thirteen weeks ended March 30, 2025, the thirteen and twenty-six weeks ended June 29, 2025,

and the thirteen and thirty-nine weeks ended September 28, 2025 (the “Prior Periods”) included in its Quarterly Reports

on Form 10-Q for the quarters ended March 30, 2025, June 29, 2025, and September 28, 2025 (the “Prior Filings”) contain

material errors and should no longer be relied upon and should be restated. These material errors related to the recognition of revenue

(and related cost of revenues, sales commissions, sales and marketing, and general and administrative expenses), and interest expense.

The Company has determined that these material errors were the result of its previously reported material weaknesses in its internal control

over financial reporting related to the Company’s control activities, information and communication, and monitoring activities.

While the Company has corrected these

misstatements in the annual results included in a press release issued by the Company on April 14, 2026 announcing the filing of its

Annual Report on Form 10-K and announcing certain of its financial results for fiscal 2025, the Company has not completed its review

of the impact of these material errors to each of the Prior Periods included in the Prior Filings. The Company preliminarily

estimates the following impact to the Prior Periods as a result of these material errors:

● For

the thirteen and thirty-nine weeks ended September 28, 2025, a decrease in revenues of approximately

$5 million and $13 million, a decrease in gross profit of approximately $5 million and $13

million, an increase in loss from continuing operations of approximately $3 million and $11

million, a decrease in interest expense of approximately $4 million and $7 million, a decrease

in net loss of approximately $1 million and an increase in net loss of approximately $5 million

and a decrease in net loss per share attributable to common stockholders, basic and diluted

of approximately $0.02 and an increase in net loss per share attributable to common stockholders,

basic and diluted of approximately $0.06 for the thirteen and thirty-nine weeks ended September

28, 2025, respectively.

● For

the thirteen and twenty-six weeks ended June 29, 2025 a decrease in revenues of approximately

$3 million and $8 million, an increase in gross profit of approximately $2 million and a

decrease in gross profit of approximately $11 million, an increase in loss from continuing

operations of approximately $5 million and $11 million, a decrease in interest expense of

approximately $1 million and $3 million, an increase in net loss of approximately $4 million

and $8 million, and an increase in net loss per share attributable to common stockholders,

basic and diluted of approximately $0.05 and $0.10 for the thirteen and twenty-six weeks

ended June 29, 2025, respectively.

● For

the thirteen weeks ended March 30, 2025 a decrease in revenues of approximately $5 million,

a decrease in gross profit of approximately $13 million, a decrease in income from continuing

operations of approximately $9 million, a decrease in interest expense of approximately $2

million, a decrease in net income of approximately $4 million, and a decrease in net income

per share attributable to common stockholders, basic and diluted of $0.05 for the thirteen

weeks ended March 30, 2025.

The expected financial impact of the material

errors described above is preliminary, remains subject to continued analysis by the Company, and is subject to change. As a result, the

Company will restate the Prior Periods included in the Prior Filings. Similarly, any previously furnished or filed reports, related earnings

releases, investor presentations or similar communications of the Company describing the Company’s financial results or other financial

information contained in the Prior Filing should no longer be relied upon.

The Company intends to restate the Prior Periods

included in the Prior Filings as soon as practicable by filing amended Quarterly Reports on Form 10-Q for the related periods.

Authorized officers of the Company, and certain

members of the Audit Committee, have discussed the matters disclosed in this Item 4.02 with BDO USA, P.C., the Company’s independent

registered public accounting firm.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements that are based on our management’s beliefs and assumptions and on information currently available to our management.

Forward-looking statements include, among other things, statements regarding the Company’s preliminary estimates of the impact to

the Prior Periods of material errors included in the Prior Filings, the Company’s intent to restate its prior consolidated

financial statements included in the Prior Filings, and the anticipated timing of such restatements. Forward-looking statements include

statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,”

“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “preliminary,”

“predict,” “project,” “seek,” “should,” “will,” “would” or similar

expressions and the negatives of those terms. Our actual results and the timing of events could materially differ from those anticipated

in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company’s

most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents on file with the Securities and

Exchange Commission, as well as the risk of the possibility of further material delays in the Company’s financial reporting. The

Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing, except as required

by applicable law or regulation.

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: April 14, 2026

By:

/s/ Thurman J. Rodgers

Thurman J. Rodgers

Chief Executive Officer

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