Capital Stock (Tables)

9 Months Ended

12 Months Ended

Sep. 28, 2025

Dec. 29, 2024

The Company has reserved shares of common stock for issuance related to the following:

	As of
	September 28,		December 29,
	2025		2024
Common stock warrants		25,670,265		31,670,265
Employee stock purchase plan		3,174,434		2,628,996
Stock options and RSUs, issued and outstanding		20,553,533		11,979,368
Stock options and RSUs, authorized for future issuance		10,528,534		2,577,895
SAFE Agreement		2,750,000		2,750,000
Forward purchase agreements		6,720,000		6,720,0000
Convertible notes		77,821,528		58,579,636
Deferred consideration		6,666,666		—
Total shares reserved		153,884,960		116,906,160

The Company has reserved shares of common stock for issuance related to the following:

	As of
	December 29,		December 31,
	2024		2023
Common stock warrants		31,670,265		27,637,266
Employee stock purchase plan		2,628,996		2,628,996
Stock options and RSUs, issued and outstanding		11,979,368		11,774,743
Stock options and RSUs, authorized for future issuance		2,577,895		3,850,462
SAFE Agreement		2,750,000		-
Forward purchase agreements		6,720,000		-
Convertible notes		58,579,636		-
Total shares reserved		116,906,160		45,891,467

The potential number of shares of the Company’s common stock for outstanding warrants were as follows:

	Potential shares of common stock as of				Exercise
	September 28, 2025		December 29, 2024		price per share		Expiration date
Liability classified warrants
Public Warrants		6,266,667		6,266,667	$	11.50	July 18, 2028 ⁽¹⁾
Private Placement Warrants		8,625,000		8,625,000		11.50	July 18, 2028 ⁽¹⁾
Working Capital Warrants		716,668		716,668		11.50	July 18, 2028 ⁽¹⁾
Total shares of common stock – liability classified warrants		15,608,335		15,608,335
Equity classified warrants
Series B Warrants (converted to common stock warrants)		5,054		5,054	$	4.30	February 2026
Series C Warrants (converted to common stock warrants)		482,969		482,969		1.00	July 2026
Series C-1 Warrants (converted to common stock warrants)		173,067		173,067		0.01	January 2030
SVB Common Stock Warrants		2,473		2,473		0.38	2033
SVB Common Stock Warrants		2,525		2,525		0.62	2033
Promissory Note Common Stock Warrants		24,148		24,148		0.01	October 2031
July 2023 Common Stock Warrants		38,981		38,981		0.01	July 2028
Common Stock Warrants Issued in 2023 (“Merger Warrants”)		6,266,572		6,266,572		11.50	July 18, 2033
Ayna Warrant		—		6,000,000		0.01	June 2029
Cantor Warrant		3,066,141		3,066,141		1.68	June 2029
Total shares of common stock – equity classified warrants		10,061,930		16,061,930
Total potential shares of common stock		25,670,265		31,670,265

⁽¹⁾	The warrants expire five years after the Closing date of the Mergers, which date was July 18, 2023, or earlier upon redemption or liquidation.

SunPower Inc. S-1