M&A Transactions

Rubber Leaf Inc completed a disposition involving Shanghai Yongliansen Import and Export Trading Co., Ltd. for US$3,000,000 (closed 2025-11-20).

“in its former PRC operating subsidiary, Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. (“RLSP” or “Former PRC Subsidiary”), to the Purchaser for cash consideration of US$3,000,000. Related-Party Consideration The Company’s Chief Executive Officer, Xingxiu Hua, holds 30% of the outstanding equity of the Purchaser. Accordingly, the transaction constitutes a”

TORO CO completed an acquisition involving Tornado Infrastructure Equipment Ltd. for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior r (closed 2025-12-08).

“to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and”

Service Properties Trust completed a disposition for $57.0 million (closed 2025-12-04).

“On December 4, 2025, Service Properties Trust, or SVC, sold eight hotels with a total of 1,038 keys located in three states for a combined sales price of $57.0 million, excluding closing costs, or the Last Closing, pursuant to a previously disclosed agreement that SVC entered into to sell, in phases, 45 hotels with a total of 5,997 keys for a combined sales price of $432.0 million, excluding closing costs”

Spirit AeroSystems Holdings, Inc. completed a disposition involving Composites Technology Research Malaysia Sdn. Bhd. for nominal consideration of $1.00 (closed 2025-12-08).

“In accordance with the terms of the SAPA, on December 8, 2025, Airbus SE and its affiliates acquired the Spirit Airbus Business, except for certain assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Subang, Malaysia, which were, in accordance with the terms of the Share Purchase Agreement, acquired by CTRM, and cash in the amount of $621,157,968.71, for nominal consideration of $1.00, subject to working capital and other purchase price adjustments.”

Spirit AeroSystems Holdings, Inc. completed a disposition involving Airbus SE for nominal consideration of $1.00, subject to working capital and other purchase price adjustments (closed 2025-12-08).

“In accordance with the terms of the SAPA, on December 8, 2025, Airbus SE and its affiliates acquired the Spirit Airbus Business, except for certain assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Subang, Malaysia, which were, in accordance with the terms of the Share Purchase Agreement, acquired by CTRM, and cash in the amount of $621,157,968.71, for nominal consideration of $1.00, subject to working capital and other purchase price adjustments.”

WHITE MOUNTAINS INSURANCE GROUP LTD completed a disposition involving affiliates of funds advised by CVC Capital Partners for net cash proceeds at closing of $848 million and retained an indirect equity interest valued at $250 million (closed 2025-12-05).

“the terms of the Bamboo SPA, a wholly owned subsidiary of White Mountains sold approximately 77.3% of its equity interest in the Bamboo Group for net cash proceeds at closing of $848 million and retained an indirect equity interest valued at $250 million (the “Bamboo Sale Transaction”). --- EX-99.1 (EX-99.1) --- PRESS RELEASE - White Mountains Completes Sale of”

SUPERIOR INDUSTRIES INTERNATIONAL INC underwent a change of control involving SUP Parent Holdings, LLC for $0.09 per Common Share in cash; $39.49 per Series A Preferred Share in cash and 0.23 units of limited liability company interests of Parent per Series A Preferr (closed 2025-12-08).

“with the consummation, on December 8, 2025 (the “ Closing Date ”), of the previously announced Merger (as defined below) contemplated by that certain Agreement and Plan of Merger, dated as of July 8, 2025 (the “ Merger Agreement ”), by and among the Company, SUP Parent Holdings, LLC, a Delaware limited liability company (“ Parent ”), and SUP Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”).”

AEI INCOME & GROWTH FUND 25 LLC completed a disposition involving Opus Real Estate LLC for Net cash proceeds of approximately $3,122,000 (closed 2025-12-02).

“On December 2, 2025, the Company sold its 100% interest in the Advance Auto Parts Store in Cheyenne, WY to Opus Real Estate LLC, an unrelated third party. The Company received net cash proceeds of approximately $3,122,000 for the property, which resulted in a net gain of approximately $915,000.”

Vertiv Holdings Co completed an acquisition involving Purge Rite Intermediate, LLC for $1.0 billion in upfront cash consideration (closed 2025-12-04).

“On December 4, 2025 (the “Closing Date”) Vertiv Corporation, an Ohio corporation (“Buyer”) and subsidiary of Vertiv Holdings Co, a Delaware corporation (the “Company”) completed the acquisition (the “Acquisition”) of all of the outstanding interests in Purge Rite Intermediate, LLC, a Delaware limited liability company (“PurgeRite”), for approximately $1.0 billion in upfront cash consideration, subject to customary adjustments for target working capital, indebtedness and expenses, plus additional potential cash consideration of up to $250 million in cash, which additional consideration shall be calculated based on post-closing performance metrics of the acquired business, pursuant to the terms and conditions of that previously announced Securities Purchase Agreement, dated as of October 31, 2025, by and between Buyer, the Company, Purge Rite and Purge Rite Holdings, LLC, a Delaware limited liability company (the “Acquisition Agreement”).”

Mural Oncology plc underwent a change of control involving XOMA Royalty Corporation and XRA 5 Corp. for $2.035 in cash (closed 2025-12-05).

“the Scheme became effective (the “Effective Time”). At the Effective Time, Sub acquired all of the outstanding ordinary shares, nominal value $0.01 per share, of the Company (the “Ordinary Shares,” and such acquired Ordinary Shares, collectively, the “Mural Shares”) and each holder of Mural Shares outstanding as of 11:59 p.m. Irish local time on December 4, 2025, the business day prior to the occurrence of the Effective Time, obtained the right to receive $2.035 in cash (the “Scheme Consideration”) in exchange for each Mural Share held.”

Jefferson Capital, Inc. / DE completed an acquisition involving Bluestem (BLST Holding Company LLC, BLST Operating Company, LLC, BLST FinCo, LLC and BLST FinCo SubCo, LLC) for $196.1 million (closed 2025-12-04).

“ongoing originations through the Bluestem platform, and the Acquisition did not include any Bluestem retail operations or assets. The net purchase price for the portfolio was $196.1 million and the estimated remaining collections associated with the portfolio are $310.0 million. The foregoing description of the Purchase Agreement does not purport to be complete and”

SCIENTIFIC INDUSTRIES INC completed a disposition involving Troemner, LLC for $9,600,000 minus certain working capital adjustments, plus an earn-out of up to an aggregate of $1,500,000.

“Benchtop Laboratory Equipment consisting primarily of the Genie line of products and related fixed assets, inventory, and intellectual property. The purchase price consisted of $9,600,000 minus certain working capital adjustments, plus an earn-out of up to an aggregate of $1,500,000, of which $1,140,000 is payable on the Company’s performance of certain supply and”

NIOCORP DEVELOPMENTS LTD completed an acquisition involving FEA Materials LLC for $8.4 million (closed 2025-12-04).

“Pursuant to the Purchase Agreement, on December 4, 2025, the Buyer acquired substantially all the assets, except for certain excluded assets, and assumed certain specified liabilities, of FEA, for an aggregate purchase price of $8.4 million, subject to adjustments for certain indemnification obligations that may arise, if any.”

MAMMOTH ENERGY SERVICES, INC. completed a disposition involving Qualus, LLC for $30.0 million (closed 2025-12-02).

“Pursuant to the Agreement, MEP sold all equity interests in Aquawolf, which was included in the Company’s Infrastructure segment, to Qualus for $30.0 million (the “Transaction”).”

Independence Power Holdings, Inc. underwent a change of control involving Energizer Systems, LLC for $575,000 (closed 2025-11-26).

“Emergent Parties have the right, but not the obligation, to purchase the Control Block from the Independence Parties for an amount equal to the original SPA purchase price of $575,000. The Emergent Parties may exercise the repurchase right at any time following either written notice from the Independence Parties that the Merger will not be consummated or the”

Blue Owl Digital Infrastructure Trust completed an acquisition involving BODI I Funds for aggregate purchase price of approximately $3.3 billion (closed 2025-12-01).

“and conditions of the Transaction Agreement, the BODI I Funds sold their indirect interests in the Subject Assets to the Company for an aggregate purchase price of approximately $3.3 billion, which is the gross enterprise value of the Subject Assets, subject to customary adjustments (and subject to further post-closing adjustments) and net of existing debt assumed,”

Sonnet BioTherapeutics Holdings, Inc. underwent a change of control involving Hyperliquid Strategies Inc (closed 2025-12-02).

“On December 2, 2025 (the “Closing Date”), Sonnet BioTherapeutics Holdings, Inc. (“Sonnet”) completed its previously announced business combination (the “Closing”), pursuant to the Business Combination Agreement, dated as of July 11, 2025 (as amended on September 22, 2025, the “BCA”), by and among the Company, Hyperliquid Strategies Inc (“HSI”), Rorschach I LLC (“Rorschach”), TBS Merger Sub Inc. (“Sonnet Merger Sub”) and Rorschach Merger Sub, LLC (“Rorschach Merger Sub”).”

Xtant Medical Holdings, Inc. completed a disposition involving Companion Spine SAS for $1.7 million (closed 2025-12-01).

“Companion Spine (the “Paradigm Agreement” and together with the Coflex/CoFix Agreement, the “Divestiture Agreements”). The total purchase price of the Paradigm Divestiture was $1.7 million (the “Paradigm Purchase Price”), which was paid to the Company in cash at the closing of the Paradigm Divestiture. The Paradigm Purchase Price is subject to future adjustments”

Xtant Medical Holdings, Inc. completed a disposition involving Companion Spine, LLC and one of its affiliates, Companion Spine SAS for $17.5 million (closed 2025-12-01).

“Asset Purchase Agreement dated July 7, 2025 between the Seller and Companion Spine (the “Coflex/CoFix Agreement”). The total purchase price of the Coflex/CoFix Divestiture was $17.5 million (subject to a closing inventory valuation adjustment set forth in the Coflex/CoFix Agreement) (the “Coflex/CoFix Purchase Price”). Of the total purchase price, an aggregate of”

COMMUNITY HEALTH SYSTEMS INC completed a disposition involving Laboratory Corporation of America Holdings for approximately $194 million cash, before certain transaction expenses (closed 2025-12-01).

“centers and in-office phlebotomy locations (the transactions contemplated by the Purchase Agreement, the “Transaction”). The purchase price paid to the Company was approximately $194 million cash, before certain transaction expenses. The Purchase Agreement is filed as Exhibit 2.1 (which is incorporated by reference herein) in accordance with the rules of the”

FiEE, Inc. completed an acquisition involving Yang Zhiqin and Lin Lin for $500,000 (closed 2025-11-30).

“100% of the outstanding equity interests of Houren-Geiju Kabushikikaisha, a company organized under the laws of Japan (“Houren-Geiju”), for an aggregate purchase price of $500,000 and (ii) a Technology Transfer Agreement (the “Technology Transfer Agreement”), with Lin Lin, pursuant to which the Company agreed to purchase all of the assets owned by”

Capri Holdings Ltd completed a disposition involving Prada S.p.A for $1.375 billion in cash (closed 2025-12-02).

“Capri Holdings Limited (“the Company”) completed the previously disclosed sale of certain subsidiaries of the Company which operated its Versace business to Prada S.p.A (“Prada”) for an aggregate purchase price of $1.375 billion in cash”

MetroCity Bankshares, Inc. completed an acquisition involving First IC Corporation for 0.3729 shares of MCBS common stock and $12.19 in cash (closed 2025-12-01).

“Reorganization Agreement, each share of FIEB common stock held immediately prior to the effective time of the Merger was converted into the right to receive, without interest, 0.3729 shares of MCBS common stock and $12.19 in cash, with cash also to be paid in lieu of fractional shares. The issuance of shares of MCBS common stock in connection with the Merger”

Strata Critical Medical, Inc. completed an acquisition involving Keystone Perfusion Services, LLC (closed 2025-09-16).

“the completion of the acquisition of Keystone Perfusion Services, LLC ("Keystone") by way of acquiring all the issued and outstanding equity interests of Keystone”

Capstone Holding Corp. completed an acquisition involving Fraser Canyon Holdings Inc. for C$6,200,000 in cash (approximately $4,446,676 at an exchange rate of US$1.00 = C$1.3943) plus a promissory note and earn-out potential (closed 2025-11-30).

“On December 1, 2025, Capstone Holding Corp. (the " Company ") closed the acquisition (the " Acquisition ") of Fraser Canyon Holdings Inc.”

OMEROS CORP completed a disposition involving Novo Nordisk Health Care AG for upfront cash payment of $240.0 million at closing, plus potential milestone payments up to $1.81 billion (development and sales-based milestones) and tiered roy (closed 2025-11-25).

“development and commercialization activities of both companies (the “Transaction”). At the closing of the Transaction (the “Closing”), Omeros received an upfront cash payment of $240.0 million, approximately $72.6 million of which was used to repay the Credit Agreement as described in Item 1.02 above. In addition, Omeros can receive (i) up to a total of $510 million in”

Hanesbrands Inc. underwent a change of control involving Gildan Activewear Inc. (closed 2025-12-01).

“On December 1, 2025 (the “Closing Date”), Gildan Activewear Inc., a corporation incorporated under the Canada Business Corporations Act (“Gildan”), acquired Hanesbrands Inc. (now known as Hanesbrands LLC) (“Hanesbrands”) through multiple steps pursuant to an Agreement and Plan of Merger”

Q32 Bio Inc. completed a disposition involving Akebia Therapeutics, Inc. for $7.0 million upfront (closed 2025-11-28).

“will be responsible for any future development and commercialization of ADX-097. As consideration for the ADX-097 Asset Sale, the Company (i) received an upfront payment of $7.0 million on the Closing Date, and (ii) will receive a payment of $3.0 million on the six-month anniversary of the Closing Date. The Company will also receive a near-term milestone payment”

Scilex Holding Co completed an acquisition involving Datavault AI Inc. for $150 million in Bitcoin (closed 2025-11-25).

“(the “Pre-Funded Warrant”) to purchase 263,914,094 shares of Datavault Common Stock in a subsequent closing (the “Subsequent Closing”), for an aggregate purchase price of $150 million in Bitcoin (“BTC”) (based on the spot exchange rate for BTC as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the date of the”

COMMERCIAL METALS Co completed an acquisition involving Concrete Pipe & Precast, LLC (CP&P), Eagle Corporation and ECPP, LLC for $675 million cash purchase price, subject to customary adjustments (closed 2025-12-01).

“and conditions of the Purchase Agreement, the Company acquired all of the issued and outstanding equity securities of CP&P (the “ Acquisition ”) for a cash purchase price of $675 million. The purchase price is subject to a further customary purchase price adjustment as described in the Purchase Agreement. The material terms of the Purchase Agreement and a”

FEDERAL SIGNAL CORP /DE/ completed an acquisition involving McLaughlin Family Companies Inc. and Scranton Manufacturing Company LLC d/b/a New Way Trucks for an initial purchase price of $396 million (closed 2025-11-25).

“On November 25, 2025, pursuant to the terms and conditions of the Purchase Agreement, the Company completed the acquisition of all of the outstanding equity interests of New Way for an initial purchase price of $396 million, which is subject to certain closing and post-closing adjustments (the “Acquisition”).”

COLONY BANKCORP INC completed an acquisition involving TC Bancshares, Inc. for $21.25 in cash or 1.25 shares of Colony common stock for each share of TC Bancshares common stock (closed 2025-12-01).

“of TCBC common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, at the election of each TCBC shareholder, either (i) $21.25 in cash (the “Per Share Cash Consideration”), or (ii) 1.25 shares of the Company’s common stock (the “Per Share Stock Consideration”), subject to customary proration and”

REPUBLIC AIRWAYS HOLDINGS INC. underwent a change of control involving Mesa Air Group, Inc. (closed 2025-11-25).

“On November 25, 2025, Mesa Air Group, Inc. (“ Mesa ”) consummated the transactions contemplated by the previously disclosed Agreement, Plan of Conversion and Plan of Merger, dated April 4, 2025 (the “ Merger Agreement ”), with Republic Airways Holdings Inc. (“ Legacy Republic ”)”

WHITE FOX VENTURES, INC. underwent a change of control involving Mark Jones (closed 2025-09-03).

“On September 3, 2025, pursuant to a Stock Purchase Agreement dated as of September 3, 2025 (the “SPA”), Opportunity Zones Capital, LLC, a California limited liability company (the “Seller”), sold to Mark Jones (the “Purchaser”) all fifty (50) issued and outstanding shares of the Special 2022 Series A Preferred Stock of White Fox Ventures, Inc., a Nevada corporation (the “Company”).”

Guild Holdings Co underwent a change of control involving Gulf MSR HoldCo, LLC for $20.00 in cash (closed 2025-11-28).

“Company Common Stock ” and each share of Company Common Stock, a “ Share ”), other than Shares held by the Company or the Parent Parties, was converted into the right to receive $20.00 in cash, without interest (the “ Per Share Consideration ”). Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, (i) each outstanding restricted”

Damon Inc. completed a disposition involving Grafiti LLC for $117,931.03 (closed 2025-11-28).

“outstanding shares (the “Shares”) of Grafiti Limited, a private company limited by shares incorporated in England and Wales (“Grafiti UK”). The purchase price for the Shares was $117,931.03, which was satisfied in full through the set-off of amounts owed by Grafiti UK to the Buyer under that certain Distribution Agreement, effective January 1, 2024, between the”

Blue Water Acquisition Corp. III underwent a change of control involving Yorkville BW Acquisition Sponsor, LLC for aggregate purchase price of $7,200,000 (closed 2025-11-25).

“warrant entitling the holder to purchase one Class A Ordinary Share, at an exercise price of $11.50 per share (each, a “Private Warrant”), for an aggregate purchase price of $7,200,000 and (ii) upon closing, became the sponsor of the Company (together, the “Purchase”). As a condition to consummation of the Purchase, all of the then-existing members of the Board”

VERINT SYSTEMS INC underwent a change of control involving Calabrio, Inc. for $20.50 in cash per share of common stock, plus redemption of preferred shares at $1,000 plus accrued dividends (closed 2025-11-26).

“(the “ Convertible Notes ”). The First Supplemental Indenture provides that, from and after the effective time of the Merger (the “ Effective Time ”), the right to convert each $1,000 principal amount of the Convertible Notes based on a number of shares of common stock, par value $0.001 per share, of Verint (“ Common Stock ”) equal to the Conversion Rate (as”

XMax Inc. completed an acquisition for $5,600,000 (closed 2025-11-24).

“(the “ Preamble Capital I ”), a Delaware Limited Liability Company. Pursuant to the Agreement, the Company subscribed 99.82% interest in Preamble Capital I in an amount equal to $5,605,000 and has become a member of the Fund. On October 16, 2025, Preamble Capital I entered into a Subscription Agreement with a certain fund to subscribe interest of such fund for an”

Shuttle Pharmaceuticals Holdings, Inc. completed an acquisition involving 1542770 BC Ltd. for aggregate consideration payable ... consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution (closed 2025-11-20).

“by or on behalf of the Purchaser for the sale, transfer, and delivery of the Transferred Assets and Transferred Liabilities consists of: (a) a one-time cash contribution of $3,000,000, paid on the Closing Date; (ii) a first installment contribution equal to $3,000,000, payable on the 6 month anniversary of the Closing Date; and (iii) a second installment”

Diversified Energy Co completed an acquisition involving Canvas Energy Inc. for approximately $495,000,000 and 3,720,125 shares of the Company’s common stock (closed 2025-11-24).

“acquired all of the issued and outstanding common stock of Canvas from the former owners of Canvas in exchange for, in the aggregate, (i) cash consideration of approximately $495,000,000 and (ii) 3,720,125 shares of the Company’s common stock (the “Consideration Shares”).”

OMNICOM GROUP INC. underwent a change of control involving The Interpublic Group of Companies, Inc. for 0.344 shares of Omnicom common stock per share of IPG common stock, with cash in lieu of fractional shares (closed 2025-11-26).

“On November 26, 2025 (the “Closing Date”), Omnicom Group Inc., a New York corporation (the “Company” or “Omnicom”), completed its Merger (as defined below) with The Interpublic Group of Companies, Inc., a Delaware corporation (“IPG”). As previously reported, on December 8, 2024, Omnicom entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IPG and EXT Subsidiary Inc., a Delaware corporation and a direct wholly owned subsidiary of Omnicom (“Merger Sub”).”

INTERPUBLIC GROUP OF COMPANIES, INC. underwent a change of control involving Omnicom Group Inc. for 0.344 shares of Omnicom common stock per share of Company common stock (closed 2025-11-26).

“Company (the “Company common stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was converted into the right to receive 0.344 shares of common stock (the “Exchange Ratio”), par value $0.15 per share, of Omnicom (“Omnicom common stock”) and, if applicable, cash in lieu of fractional shares (the “Merger”

LIXTE BIOTECHNOLOGY HOLDINGS, INC. completed an acquisition involving Orbit Capital Inc. for 2,700 shares of the Company's Series C Preferred Stock, $1,000 stated value per share; 10.56 Bitcoin and 300 Ethereum; $440,000 in cash; and a royalty agreement (closed 2025-11-24).

“pursuant to a lease agreement. At the closing, the Company agreed to pay the following consideration (the “ Consideration ”) in exchange for the Shares: (i) issue to Seller 2,700 shares of the Company’s Series C Preferred Stock, $1,000 stated value per share (the “ Series C Preferred Stock ”) having such rights and preferences as set forth in the”

Premier, Inc. underwent a change of control involving Patient Square Capital for $2.6 billion (closed 2025-11-25).

“Patient Square Capital (“Patient Square”), a dedicated health care investment firm, has completed its previously announced acquisition of Premier, valued at $2.6 billion.”

Talen Energy Corp completed an acquisition involving affiliates of Caithness Energy, L.L.C. for $2.33 billion in cash (closed 2025-11-25).

“Guernsey Power Station, a 1,836 MW (summer rating) natural gas fired combined cycle generation plant located in Guernsey County, Ohio, for $2.33 billion in cash (the "Guernsey Acquisition"”

Talen Energy Corp completed an acquisition involving affiliates of Caithness Energy, L.L.C. for $1.46 billion in cash (closed 2025-11-25).

“Talen Generation agreed to purchase the (i) Freedom Generating Station, a 1,045 MW (summer rating) natural gas fired combined cycle generation plant located in Luzerne County, Pennsylvania, for $1.46 billion in cash (the "Freedom Acquisition")”

Seritage Growth Properties completed a disposition involving Boulevard Step Ventures LLC for $131.0 million less a credit for unpaid leasing costs as of the closing date for existing leases (closed 2025-11-25).

“As previously reported by Seritage Growth Properties (the "Company") in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 8, 2025, a subsidiary of the Company entered into a purchase and sale agreement (the "PSA") as of September 2, 2025 (the "effective date") with Boulevard Step Ventures LLC (the "Buyer") for the sale of the Company’s property located in Aventura, Florida (the "Aventura Property"). The purchase price for the sale of the Aventura Property was $131.0 million less a credit for unpaid leasing costs as of the closing date for existing leases. The transaction closed on November 25, 2025, in accordance with the terms of the PSA.”

Lazydays Holdings, Inc. completed a disposition involving CIRV Group, LLC and CIRV Group Real Estate Holdings, LLC (closed 2025-11-25).

“On November 25, 2025, the Sellers closed the Asset Sales with respect to the owned real property related to one of the Company’s Sites in Knoxville, Tennessee.”

SunPower Inc. completed an acquisition involving Ambia Energy, LLC, Ambia Holdings, Inc. for 10,243,924 shares of common stock at closing and up to $18.75 million of additional shares of common stock issuable on the six-month and 12-month anniversaries (closed 2025-11-21).

“On November 21, 2025, SunPower Inc., a Delaware corporation (the " Company "), entered into a Membership Interest Purchase Agreement (the " Membership Interest Purchase Agreement ") with Ambia Energy, LLC, a Utah limited liability company (" Ambia "), and Ambia Holdings, Inc., a Delaware corporation and the sole member of Ambia (the " Member "). The Company, Ambia and the Member completed the closing under the Membership Interest Purchase Agreement (the " Closing ") on November 21, 2025. At the Closing, the Company acquired all of the outstanding membership interests of Ambia from the Member for: (a) 10,243,924 shares (the " Closing Consideration Shares ") of common stock of the Company, $0.0001 par value per share (the " Common Stock "), issued at the Closing to the Member; and (b) the agreement to issue an additional $9.375 million of shares of Common Stock on the six-month anniversary of the Closing and an additional $9.375 million of shares of Common Stock on the 12-month anniversa”