--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-25-089842" form_type: "8-K" ticker: "SPWR" cik: "0001838987" company_name: "SunPower Inc." filed_at: "2025-09-22T23:59:59+00:00" generated_at: "2026-05-17T05:59:57.358767+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # SunPower (SPWR) to acquire Sunder Energy for $40M cash plus 10M shares, gaining #5 US solar spot ## Summary - Total consideration: $20M cash at closing + $20M seller note (7% due May 2026) + 10M shares (3.33M initial, 6.67M deferred subject to stockholder approval). - Sunder forecasts 2025 revenue ~$74M on 46 MW sales; SunPower expects to add ~$74M sales revenue in Q4'25 and ~$86.5M EPC revenue over 12 months. - Funding via $22M 7.00% convertible notes due 2029 placed by Cantor Fitzgerald; net ~$19.8M used for cash consideration and transaction costs. - 93% of Sunder's orders are third-party ownership (TPO); IRS ITC subsidy retention supports continued business as usual. - Stockholder approval required for Deferred Consideration Shares and additional notes purchase option under Nasdaq Rule 5635. ## SEC filing metadata - accession: 0001213900-25-089842 - form_type: 8-K - ticker: SPWR - cik: 0001838987 - company_name: SunPower Inc. - filed_at: 2025-09-22T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1838987/000121390025089842/0001213900-25-089842-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1838987/000121390025089842/ea0258173-8k_complete.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-089842 - JSON: https://secwatch.observer/filing/0001213900-25-089842.json - Plain text: https://secwatch.observer/filing/0001213900-25-089842.txt ## Key facts - Debt Financings SunPower Inc. incurred loan of $20,000,000 with Chicken Parm Pizza LLC at 7.0% per annum, compounded quarterly maturing earlier of May 15, 2026 and the date on which all amounts become due and payable following an event of default. - Instrument: loan - Principal: $20,000,000 - Counterparty: Chicken Parm Pizza LLC - Rate: 7.0% per annum, compounded quarterly - Maturity: earlier of May 15, 2026 and the date on which all amounts become due and payable following an event of default - Event: incurrence source text: The Company will execute and issue the Seller Note to the Member at the Closing. The Seller Note will have an original principal amount of $20,000,000. The Seller Note will bear interest at 7.0% per annum, compounded quarterly, and the maturity date under the Seller Note is the earlier of (i) May 15, 2026 and (ii) the date on which all amounts under the Seller Note otherwise become due and payable following an event of default. evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000121390025089842/0001213900-25-089842-index.htm - Equity Issuances SunPower Inc. issued aggregate principal amount of $22,000,000 of convertible note to multiple purchasers for $22,000,000 aggregate principal. - Security: convertible note - Shares: aggregate principal amount of $22,000,000 - Purchaser: multiple purchasers - Consideration: $22,000,000 aggregate principal source text: Purchase Agreements ”) with multiple purchasers relating to the private offering of the Company’s 7.00% Convertible Senior Notes due 2029 in the aggregate principal amount of $22,000,000 (the “ 7.00% Notes ”), and the Company has commitments to purchase an additional $225,000 principal amount of the 7.00% Notes. The 7.00% Notes are expected to be issued on or evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000121390025089842/0001213900-25-089842-index.htm - Equity Issuances SunPower Inc. issued 3,333,334 shares of common stock of common stock to Member (Chicken Parm Pizza LLC) for $20,000,000 in cash, a $20,000,000 promissory note, and deferred stock. - Security: common stock - Shares: 3,333,334 shares of common stock - Purchaser: Member (Chicken Parm Pizza LLC) - Consideration: $20,000,000 in cash, a $20,000,000 promissory note, and deferred stock source text: the Membership Interest Purchase Agreement (the “ Closing ”), Buyer will acquire all of the outstanding membership interests of Sunder from the Member for: (i) $20,000,000 in cash paid at Closing, subject to certain working capital and other adjustments; (ii) a promissory note issued at the Closing by the Company to the Member in the principal evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000121390025089842/0001213900-25-089842-index.htm - Equity Issuances SunPower Inc. issued 6,666,666 shares of Common Stock (Deferred Consideration Shares) of common stock to Member (Chicken Parm Pizza LLC) for deferred stock issuable on anniversaries of Closing. - Security: common stock - Shares: 6,666,666 shares of Common Stock (Deferred Consideration Shares) - Purchaser: Member (Chicken Parm Pizza LLC) - Consideration: deferred stock issuable on anniversaries of Closing source text: When issued pursuant to the Membership Interest Purchase Agreement, the Initial Consideration Shares, the Deferred Consideration Shares and the Seller Note will not be registered under the Securities Act or any state securities laws, and such securities will be issued to the Member in a transaction exempt from registration under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act. evidence_url: https://www.sec.gov/Archives/edgar/data/1838987/000121390025089842/0001213900-25-089842-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.