Basic and Diluted Net Loss Per Share

12 Months Ended

Dec. 28, 2025

Basic and Diluted Net Loss Per Share [Abstract]

(16) Basic and Diluted Net Loss Per Share

The Company uses the two-class method to calculate net loss per share. No dividends were declared or paid in the fiscal years ended December 28, 2025, or December 29, 2024.

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):

	Fiscal Year Ended
	December 28,			December 29,
	2025			2024
Numerator for basic loss per share:
Net loss from continuing operations	$	(44,254	)	$	(54,444	)
Net loss from discontinued operations		(1,100	)		(2,007	)
Net loss		(45,354	)		(56,451	)
Numerator for diluted loss per share
Impact of September 2024 Notes derivative liability and interest expense, net of tax		—			(35,886	)
Net loss	$	(45,354	)	$	(92,337	)
Denominator:
Weighted average shares:
Denominator for basic loss per share		87,108,928			66,655,837
Effect of dilutive securities:
September 2024 Notes derivative liability		—			9,137,711
Denominator for diluted loss per share		87,108,928			75,793,548
Net loss per share:
Basic:
Continuing operations	$	(0.51	)	$	(0.82	)
Discontinued operations		(0.01	)		(0.03	)
Net loss	$	(0.52	)	$	(0.85	)
Diluted
Continuing operations	$	(0.51	)	$	(1.19	)
Discontinued operations		(0.01	)		(0.03	)
Net loss	$	(0.52	)	$	(1.22	)

The computation of basic net loss per share attributable to common stockholders is inclusive of warrants with an insignificant exercise price and the minimum number of shares to be issued in connection with the deferred consideration related to the Ambia acquisition. The Company’s calculation of the weighted average shares outstanding with an insignificant exercise price was 234,610 and 3,427,324 warrants (which assumes that the warrants were outstanding as of the beginning of the period or the date of the grant, whichever is earlier) for the fiscal years ended December 28, 2025, and December 29, 2024, respectively. The computation of diluted net loss per share attributable to common stockholders is inclusive of the impact of the Company’s September 2024 Notes (which were dilutive) using the if-converted method for the year ended December 29, 2024.

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:

	Fiscal Year Ended
	December 28,		December 29,
	2025		2024
Common stock warrants		218,847		25,434,069
Convertible notes		82,460,428		27,364,717
Stock options and RSUs issued and outstanding		8,084,064		11,979,368
Third SAFE Agreement		2,750,000		—
Deferred consideration shares		11,640,506		—
Potential common shares excluded from diluted net loss per share		105,153,845		64,778,154

SunPower Inc. 10-K