Form 8-K

8-K — SunPower Inc.

Accession: 0001213900-26-081990

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0001838987

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0299402-8k_sunpower.htm (Primary)

EX-99.1 — PRESS RELEASE DATED JULY 28, 2026 (ea029940201ex99-1.htm)

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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):

July 28, 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

(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 2.02. Results of Operations and

Financial Condition.

On July 28, 2026, SunPower Inc. (the “Company”)

issued a press release announcing its preliminary unaudited financial results for the second quarter of fiscal 2026 and certain updated

guidance for 2026. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Item 2.02, including Exhibit

99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing

made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except

as expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure

The information furnished in Exhibit 99.1 is incorporated

by reference under this Item 7.01 as if fully set forth herein.

The information in this Item 7.01, including

Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act or the

Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press release dated July 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 28, 2026

By:

/s/ Thurman J. Rodgers

Thurman J. Rodgers

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED JULY 28, 2026

EX-99.1

Filename: ea029940201ex99-1.htm · Sequence: 2

Exhibit 99.1

SunPower

Reports Q2’26 Results

Q3’26

Fcst: $10 Million Operating Income Improvement

OREM,

Utah (July 28, 2026) – SunPower Inc. (herein “SunPower,” the “Company,” or Nasdaq: “SPWR”),

a solar technology, services, and installation company, will present its Q2’26 results via webcast today, Tuesday, July 28, at

1:00pm ET. Register for the webcast here or by visiting our Events page: https://investors.sunpower.com/news-events/events.

Fellow

Shareholders:

The

preliminary Q2’26 quarterly report of key financial parameters is shown below, compared to the Q1’26 results.

SunPower

Q2’26 Revenue & Operating Income Statement1

GAAP2

NON-GAAP3

($1000s)

2026

Revenue

55,956

72,793

55,956

72,793

Gross Profit

26,159

45,162 4

27,598

46,883

Gross Margin (%)

47 %

62 %

49 %

64 %

Operating Expense (Opex)

44,273

64,357 4

40,071

59,748

Opex (less commission)

28,332

35,793

24,130

31,184

Stock Comp, Intangibles, M&A3

5,642

6,331

Operating Income (loss)

(18,115 )

(19,196 )

(12,473 )

(12,865 )

Cash Balance5

4,024

9,488

4,024

9,488

Our

Q2’26 revenue was $56.0 million, $16.8 million down from the $72.8 million reported in Q1’26. That revenue decline (a, above)

flowed through the P&L to produce a Q2’26 non-GAAP operating loss of $12.5 million (b), actually slightly better than the Q1’26

loss. The good news is that while the revenue dropped $16.8 million, the operating expense dropped $19.7 million (c), of which $7.1 million

was a reduction in fixed cost (d) that will help drive recovery in subsequent quarters. Finally, our ending Q3’26 cash balance

was $4.0 million (e), below our minimum cash target of $10 million, because we chose to avoid the dilution that would have been caused

by raising money at a low share price.

1 Non-GAAP Operating income is based on preliminary, unaudited

non-GAAP results posted on the IR section of our website under “News” [us.sunpower.com].

2 Our 2026 GAAP financial statements are found in the 10Q filing

posted on our website.

3 Our non-GAAP financials are used to run the company. Our

policy allows for only three GAAP/non-GAAP differences: a) no non-cash amortization of intangibles, b) no employee stock compensation

charges and c) no one-time restructuring M&A gains or losses.

4 The filed 10Q report transfers $475,000 from opex to fixed

COGS with no Opinc effect.

5 Cash balances exclude restricted cash and include issued

but uncashed checks.

1 of 9

SunPower

CEO, T.J. Rodgers, commented, “The Q2’26 $16.8 million revenue drop was factors worse than any result New SunPower has ever

posted. And was caused primarily by our SunPower Direct Division. The relevant questions are why did we fail to make our numbers; what

will we change to prevent the problem in the future; and when will we return to profitability?

Rodgers

continued, “The Direct Division revenue miss was caused in turn by a pile-up of about 1,105 jobs delayed at the end of the line

in Q2’26. The principle is simple: double the inventory of any operation and for a given effort, the inventory will move half as

fast. These delayed jobs have signed contracts, are in operation now and will clear the line this quarter, releasing about $15.3 million

in revenue (which I expected to ship in Q2, hence I made no pre-announcement). In short form, we had the orders, the designs, and the

financing, but chose not to submit the jobs for funding due to violations of our quality specifications for funding package submissions,

such as blurry photographs or a missing utility bill or – worse – re-design and re-permit. Fortunately, our Quality group

held its ground and did not allow any defective jobs to be submitted for funding. Our strong quality policy is why SunPower’s New

Homes division has not suffered even one rejection of its financing submissions for over 70 weeks by its financial partner, Palmetto

LightReach – a feat that earned SunPower the LightReach Platinum Partner Award in 2026.

Rodgers

concluded, “The Q2’26 quality problems were self-induced by the SunPower Direct management team that knowingly and surreptitiously

violated our quality specifications. After that discovery, I replaced the top two and one-half tiers of that management team from Ambia,

a startup we acquired, and started over with SunPower veterans Kapil Rai and Steve Erickson. The benefit of eliminating that management

team will become visible in Q3.”

Q3’26

Outlook

Despite

a poor Q2’26, we remain optimistic in our outlook for Q3’26. We have just enjoyed our three best quarters in bookings ever.

We expect to grow Q3’26 revenue to $75-plus million and reduce our operating loss by 90% from ($12.5 million) in Q2’26 to

less than ($1.0 million) in Q3’26.

2 of 9

Total

Bookings

Signed

Contract + Design Complete + Funding Approved

$13.0

Million in Permanent Cost Reductions

The

actions to stem Q1’26 losses – a RIF, the implementation of a four-day workweek (to minimize the RIF), and structured cost-cutting

– were made in May and reduced our quarterly fixed operating expenses by about $7.1 million. In Q3’26, we will further reduce

our fixed expenses by another $5.9 million with more cost cutting and “right-sizing” the combined New Homes-Cobalt management

teams.

Conclusion

Given

the structural changes mandated by two consecutive tough quarters, we will recover strongly in both revenue and profit in Q3’26.

Cost cutting to survive on thin margins can only go so far. With the state-of-the-art Monolith and Monolith II panels, as well as the

high tech, high margin installations by our New Homes/Cobalt Division, we will move into the premium segment of the solar market defined

by sustainable technology advantages and bring premium pricing to a very lean installation company.

3 of 9

Recent

Events of Note

(Press

Releases on Our Website here)

● SunPower

Appoints Tom Kowalczuk CFO (July 7, 2026). He has a CPA and a Chicago MBA.

Cobalt

Power Systems Completes 1.2MW Commercial Solar & Storage Project at

Santa Clara University (May 26, 2026)

SunPower’s

Cobalt Power Systems and Wunder Power Complete Advanced Solar

System at San Francisco’s Waterfront Plaza (June 15, 2026)

4 of 9

San

Francisco Waterfront Plaza: Earthquake Tolerant System

“Floats”

on Tensile Concrete Roof

SunPower

Achieves High NPS Score from Starbucks (May 29, 2026)

One of 26 “Greener Stores” Program

5 of 9

SunPower

Completes Megawatt Millenium Solar Project,

Receives

High Customer NPS Score (July 16, 2026)

Creates

A Megawatt of Power From Carport Roofs

· SunPower

receives high net promoter scores (NPS)

○ SunPower

Achieves High NPS Score from Starbucks (May 29, 2026)

○ And

from Millenium (July 16, 2026)

○ NPS

scores improving in general

SunPower

Aggregate New Promoter Score (NPS)

6 of 9

About

SunPower

Inc. (Nasdaq: SPWR) is a leading residential solar services provider in North America. The Company’s digital platform and installation

services support energy needs for customers wishing to make the transition to a more energy-efficient lifestyle. For more information

visit www.sunpower.com.

Forward

Looking Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. Forward-looking

statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking

statements because they contain words such as “preliminary,” “will,” “goal,” “prioritize,”

“plan,” “target,” “expect,” “in the process,” “focus,” “forecast,”

“look forward,” “opportunity,” “believe,” “estimate,” “continue,” “anticipate,”

and “pursue” or the negative of these terms or similar expressions. Forward-looking statements in this press release include,

without limitation, our Q2’26 revenue, operating profit projections, and other preliminary financial results reported in this press

release, our expectations regarding our financial performance, including our revenue plan; our ability to convert our bookings and backlog

and our financial and business outlook for Q3’26; and our expectations regarding the benefits of or our acquisitions; our expectations

and plans to improve and change the quality and operational issues discussed in this press release; our expectations regarding steps

taken to improve our internal controls and procedures; the anticipated impacts and benefits of our cost control efforts; and our expectations

and plans relating to further cost control efforts. Actual results could differ materially from these forward-looking statements as a

result of certain risks and uncertainties, including, without limitation, our ability to implement further headcount reductions and cost

controls, our ability to integrate and operate the combined business with Sunder and Ambia, our ability to achieve the anticipated benefits

of acquisitions (including Sunder, Ambia and Cobalt), our ability to raise capital and maintain expected cash balances, global market

conditions, any adjustments, changes or revisions to our financial results arising from our financial closing procedures, the completion

of our financial statements for Q2’26 and the filing of the related Form 10-Q, and other risks and uncertainties applicable to

our business. For additional information on these risks and uncertainties and other potential factors that could affect our business

and financial results or cause actual results to differ from the results predicted, readers should carefully consider the foregoing factors

and the other risks and uncertainties described in the “Risk Factors” section of our annual report on Form 10-K filed with

the SEC on April 14, 2026, our quarterly reports on Form 10-Q filed with the SEC and other documents that we have filed with, or will

file with, the SEC. Such filings identify and address other important risks and uncertainties that could cause actual events and results

to differ materially from those contained in the forward-looking statements. Forward-looking statements in this press release speak only

as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SunPower assumes no

obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events,

or otherwise.

7 of 9

Preliminary

and Unaudited Financial Results

The

selected unaudited financial results for the Q2’26 are preliminary and subject to our quarter-end accounting procedures. As a result,

the financial results presented in this press release may change in connection with the finalization of our closing and reporting processes

and financial statements for Q2’26 and may not represent the actual financial results for such period. In addition, the information

in this press release is not a comprehensive statement of our financial results for Q2’26, should not be viewed as a substitute

for financial statements prepared in accordance with generally accepted accounting principles, and are not necessarily indicative of

our results for any future period.

Non-GAAP

Financial Measures

addition to providing financial measurements based on generally accepted accounting principles in the United States of America (“GAAP”),

SunPower provides additional financial metrics in this press release that are not prepared in accordance with GAAP (“non-GAAP”).

Management believes the non-GAAP financial measures in this press release, in addition to GAAP financial measures, are useful measures

of operating performance because the non-GAAP financial measures do not include the impact of items that management does not consider

indicative of SunPower’s operating performance, such as amortization of goodwill and expensing employee stock options in addition

to accounting for their dilutive effect, which facilitates the analysis of SunPower’s core operating results across reporting periods.

The non-GAAP financial measures do not replace the presentation of SunPower’s GAAP financial results and should only be used as

a supplement to, not as a substitute for, SunPower’s financial results presented in accordance with GAAP. Descriptions of and reconciliations

of the non-GAAP financial measures used in this press release are included in the financial table above and related footnotes. We encourage

investors to carefully consider our preliminary results under GAAP, as well as our preliminary non-GAAP information and the reconciliations

between these presentations, to more fully understand our business. Non-GAAP financial measures are reported in addition to, and not

as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

Company

Contacts:

Sioban

Hickie

Investor Relations

IR@sunpower.com

(801)

515-8727

8 of 9

SUNPOWER

INC.

RECONCILIATION

OF NON-GAAP FINANCIAL MEASURES (PRELIMINARY)

(In

Thousands)

As Reported Unaudited

Note

Q1 2026

Q2 2026

GAAP operating Income(loss) from continuing operations

(19,196 )

(18,115 )

Depreciation and amortization

2,869

3,224

Stock based compensation

1,605

1,705

Restructuring charges

1,857

712

Total of Non-GAAP adjustments

6,331

5,642

Non-GAAP net Income (loss)

(12,865 )

(12,473 )

Notes:

(A) Depreciation

and amortization: Depreciation and amortization related to capital expenditures.

(B) Stock-based

compensation: Stock-based compensation relates to our equity incentive awards and for services paid in warrants. Stock-based compensation

is a non-cash expense.

Costs: Costs primarily related to acquisition, headcount reductions (i.e. severence), legal, professional services (i.e. historical carveout

audits) and due diligence.

Source:

SunPower Inc.

9 of 9

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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