UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 2829, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40117

SUNPOWER INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		93-2279786
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

~~45700~~1403 ~~Northport~~N. ~~Loop~~Research ~~East~~Way, ~~Fremont~~Orem, CAUT ~~94538~~84097

(Address of Principal Executive Offices) (Zip Code)

(~~510~~877) ~~270~~299-~~2507~~4943

‎(Registrant’s telephone number, including area code)

COMPLETE SOLARIA, INC.

(Former name, former address and former fiscal year, if changed since last report)

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	Nasdaq

Redeemable warrants, each whole warrant exercisable for one share of common stock	SPWRW	Nasdaq

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ‎Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), ‎and (2) has been subject to such filing requirements for the past 90 days‎ Yes ☐ No ☒

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted ‎pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ‎Registrant was required to submit such files).‎ Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller ‎reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller ‎reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.‎

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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.‎ ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of ‎the Act).‎‎ Yes ☐ No ☒

As of ~~December~~May 1814, ~~2025~~2026, ~~107~~146,~~621~~296,~~272~~979 shares of common stock, par value $0.0001 per share, were issued and outstanding.

SUNPOWER INC. ~~AND SUBSIDIARIES~~

TABLE OF CONTENTS

		PAGES
	Special Note Regarding Forward-Looking Statements	ii
PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income	2
	Unaudited Condensed Consolidated Statements Stockholders’ Deficit	3
	Unaudited Condensed Consolidated Statements of Stockholders’ Deficit	3
	Unaudited Condensed Consolidated Statements of Cash Flows	54
	Notes to Unaudited Condensed Consolidated Financial Statements	65
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3846
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5654
Item 4.	Controls and Procedures	5654
PART II. OTHER INFORMATION		5957
Item 1.	Legal Proceedings	5957
Item 1A.	Risk Factors	5957
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5958
Item 3.	Defaults Upon Senior Securities	5958
Item 4.	Mine Safety Disclosures	5958
Item 5.	Other Information	5958
Item 6.	Exhibits	6058
Signatures		6160

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example and without limitation, statements about:

●

our ability to obtain funding for our operations and future growth, including in connection with the integration of our acquisitions, and our ability to raise capital and refinance our existing debt;

●

our direct and indirect exposure to companies in the solar and renewable energy industries that are facing financial difficulties and potential bankruptcies;

● our ability to grow and manage growth profitably following the closing of ~~the~~business ~~Business~~combinations ~~Combination~~including, ~~and~~without ~~the~~limitation, ~~acquisition~~our recent acquisitions of ~~the~~Sunder ~~SunPower~~Energy ~~Businesses~~LLC (“Sunder”), Ambia Energy LLC (“Ambia”) and Cobalt Power Systems, Inc. (“Cobalt”);

●

disruptions in our supply chains and distribution channels, tariffs and trade barriers, export regulations, bank failures, geopolitical conflicts and other macroeconomic conditions on our business and operations, results of operations and financial position;

● our ability to leverage our ~~acquisition under the asset purchase agreement with SunPower and other~~ acquisitions, including our ability to integrate acquired businesses, to fund and meet the liquidity needs of the acquired businesses, to retain key employees of the acquired businesses, to take advantage of growth opportunities and to realize the expected benefits of such acquisitions;

●

the potential impact of changes to and developments relating to the regulations and policies applicable to our business, customers and the industry;

●

changes in the availability of rebates, tax credits and other incentives;

●

changes impacting the demand for solar solutions from residential customers and small and medium-sized businesses, including changes resulting from the current political climate and also changes in the price of electricity from other sources, including traditional utilities;

●

changes in and the volatility of interest rates;

● our financial and business performance following ~~the~~our ~~Business~~recent ~~Combination and the acquisition of the SunPower Businesses~~acquisitions, including financial projections and business metrics, and our ability to manage our costs;

●

changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

●

our future capital requirements, the sufficiency of our cash, and sources and uses of cash, including cash required to service our current and future borrowings;

● our ability to obtain funding for our operations and future growth, including in connection with the integration of our acquisitions, and our ability to raise capital and refinance our existing debt;

●

our ability to meet the expectations of new and current customers, and our ability to achieve market acceptance for our products and services, especially in light of the intense competition faced in our industry;

●

our expectations and forecasts with respect to market opportunity and market growth;

●

our expectations and plans relating to cost control efforts (including headcount management and potential reductions) and expectations with respect to when we achieve breakeven operating income;

●

the ability of our products and services to meet customers’ compliance and regulatory needs;

●

our ability to attract and retain qualified employees and management;

●

our ability to develop and maintain our brand and reputation, and our ability to maintain our relationships with key suppliers, installers and build partners;

●

developments and projections relating to our competitors and industry;

● changes in general economic and financial conditions, inflationary pressures and the resulting impact on demand, and our ability to plan for and respond to the impact of those changes;

●

our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; and

●

our business, expansion plans and opportunities.

Actual events or results may differ from those expressed in forward-looking statements. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors referenced in section Item 1.A “Risk Factors” in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and we cannot predict all risks and uncertainties that could impact the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements in this Quarterly Report on Form 10-Q relate only to events as of the date the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments.

iii

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SUNPOWER INC. ~~AND SUBSIDIARIES~~

Unaudited Condensed Consolidated Balance Sheets

(in thousands except share and per share amounts)

	September 28,			December 29,
	March 29,			December 28,
	2025			2024
	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	59,~~072~~488		$	139,~~378~~617
Accounts receivable, net		80,753			51,908
Trade accounts receivable, net of allowance for credit losses of $5,206 and $5,206 as of March 29, 2026 and December 28, 2025, respectively		80,585			81,946
Inventories		84,~~694~~098			224,~~110~~375
Prepaid expenses and other current assets		2027,~~830~~852			816,~~206~~913
Total current assets		~~115~~122,~~349~~023			95112,~~602~~851
Restricted cash		31,~~841~~134			3,841
Property and equipment, net		34,~~670~~557			54,~~493~~890
Operating lease right-of-use assets		25,~~528~~325			34,~~041~~552
Intangible assets, net		3851,~~956~~816			1750,~~385~~814
Goodwill		4275,~~911~~607			1862,~~476~~630
Other noncurrent assets		1,~~085~~624			~~628~~1,609
Total assets	$	~~208~~262,~~340~~086		$	~~144~~241,~~466~~187
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1928,~~857~~348		$	726,~~980~~240
Accrued expenses and other current liabilities (1)		5970,~~271~~006			56,~~081~~977
Notes payable to related parties		21,500			1,500
Short-term debt with related parties		21,500			21,500
Contract liabilities		9,713			10,003
Short-term debt with third parties		13,736			—
SAFE Agreement with related party		497			384
Current portion of long-term notes payable		2,786			2,786
Forward purchase agreement liabilities with related parties		—			1,274
Deferred consideration, current		17,102			16,879
Forward purchase agreement liabilities		4,301			2,220
Deferred consideration, current with related party		—			5,420
Total current liabilities		115,139			79,442
Contract liabilities		12,634			20,336
Warranty provision, noncurrent		2,140			3,437
SAFE Agreement with related party		579			535
Warrant liability		4,683			1,561
Forward purchase agreement liabilities		5,107			3,965
Contract liabilities, noncurrent		1,713			918
Total current liabilities		171,798			154,638
Notes payable and derivative liabilities, net of current		148,205			92,638
Warranty provision, noncurrent		3,059			3,059
Notes payable and derivative liabilities with related parties, net of current		34,572			53,193
Warrant liability		3,746			4,361
Operating lease liabilities, net of current portion		1,335			2,263
Contract liabilities, noncurrent		794			794
Other long-term liabilities		12,869			8,553
Notes payable and derivative liabilities, net of current		99,860			120,159
Total liabilities		320,656			242,005
Notes payable and derivative liabilities with related parties, net of current		31,921			35,130
Commitments and contingencies (Note 12)
Deferred income taxes		1,693			1,300
Deferred consideration, noncurrent		3,165			—
Deferred consideration, noncurrent with related party		—			5,420
Other long-term liabilities		7,503			6,470
Total liabilities		323,539			331,331
Commitments and contingencies (Note 11)
Stockholders’ (deficit):
Common stock, $0.0001 par value; Authorized 1,000,000,000 shares as of September 28, 2025, and December 29, 2024; issued and outstanding 89,167,963 and 73,784,645 shares as of September 28, 2025, and December 29, 2024, respectively.		14			14
Common stock, $0.0001 par value; Authorized 1,000,000,000 shares as of March 29, 2026, and December 28, 2025; issued and outstanding 120,347,463 and 111,334,959 shares as of March 29, 2026, and December 28, 2025, respectively		16			16
Additional paid-in capital		~~330~~389,~~083~~849			~~313~~366,~~661~~408
Accumulated other comprehensive income		165			165
Accumulated deficit		(~~442~~451,~~578~~483	)		(~~411~~456,~~379~~733	)
Total stockholders’ (deficit)		(~~112~~61,~~316~~453	)		(9790,~~539~~144	)
Total liabilities and stockholders’ (deficit)	$	~~208~~262,~~340~~086		$	~~144~~241,~~466~~187

(1) Includes accrued interest due to related parties of $12.2 million and $2.26 million as of ~~September~~March 29, 2026, and December 28, 2025, respectively. Includes investor financing deposit with related party of $5.4 million and ~~December~~$2.0 million as of March 29, ~~2024~~2026, and December 28, 2025, respectively.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUNPOWER INC. ~~AND SUBSIDIARIES~~

Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~Loss~~Income

(in thousands except share and per share amounts)

	Thirteen Weeks Ended						~~Thirty-Nine Weeks Ended~~
	September 28,			September 29,			September 28,			September 29,
	March 29,			March 30,
	2025			2024			2025			2024
	2026			2025
Revenues (1)	$	70,005		$	5,536		$	220,269		$	20,068
Revenues	$	72,793		$	78,413
Cost of revenues		37,965			8,693			126,970			21,834
Cost of revenues(1)		28,106			51,037
Gross profit (loss)		32,040			(3,157	)		93,299			(1,766	)
Gross profit		44,687			27,376
Operating expenses:
Sales commissions		728,~~534~~564			7,~~270~~684			~~24,273~~			~~11,691~~
Sales and marketing		64,~~467~~993			18,~~093~~522			~~21,764~~			~~3,762~~
General and administrative		2130,~~483~~325			1814,~~450~~896			~~52,382~~			~~29,789~~
Total operating expenses		3563,~~484~~882			2631,~~813~~102			~~98,419~~			~~45,242~~
Loss from continuing operations		(3,444	)		(29,970	)		(5,120	)		(47,008	)
Loss from operations		(19,195	)		(3,726	)
Interest expense (2)		(86,~~104~~924	)		(26,~~338~~041	)		~~(23,258~~	)		~~(8,230~~	)
Interest income		—			863			3			~~102~~
Other expense, net (3)		(4,256	)		(65,684	)		(1,724	)		(66,234	)
Other non-operating income, net (3)		30,761			14,576
Gain on extinguishment of debt		—			19,948			—			19,948
Total other income, net		23,837			8,538
Total other expense, net		(12,360	)		(47,988	)		(24,979	)		(54,414	)
Income from operations before income taxes		4,642			4,812
Loss from continuing operations before income taxes		(15,804	)		(77,958	)		(30,099	)		(101,422	)
Income tax (provision)		608			—
Income tax (provision)		—			—			—			(11	)
Net income		5,250			4,812
Net loss from continuing operations		(15,804	)		(77,958	)		(30,099	)		(101,433	)
Other comprehensive income		—			—
Loss from discontinued operations, net of tax		(1,100	)		—			(1,100	)		(2,007	)
Comprehensive income (net of tax)	$	5,250		$	4,812
Net loss from discontinued operations, net of taxes		(1,100	)		—			(1,100	)		(2,007	)
Net income per share attributable to common stockholders
Net loss		(16,904	)		(77,958	)		(31,199	)		(103,440	)
Basic	$	0.04		$	0.06
Other comprehensive income:
Diluted	$	0.00		$	0.02
Foreign currency translation adjustment		—			—			—			22
Weighted-average shares used to compute net income per share attributable to common stockholders
Comprehensive loss (net of tax)	$	(16,904	)	$	(77,958	)	$	(31,199	)	$	(103,418	)
Basic		124,279,055			80,209,585
Net loss from continuing operations per share attributable to common stockholders, basic and diluted	$	(0.19	)	$	(1.03	)	$	(0.37	)	$	(1.64	)
Diluted		163,787,402			112,302,063
Net loss from discontinued operations per share attributable to common stockholders, basic and diluted		(0.01	)		—			(0.01	)		(0.03	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.20	)	$	(1.03	)	$	(0.38	)	$	(1.67	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		84,904,228			75,348,627			82,036,790			61,868,747

(1) ~~Revenue~~Cost ~~is net~~ of ~~dealer~~revenue ~~fees~~with ~~attributable~~SameDay toSolar, a related party, ofwas $0.35 million and $10.62 million in the thirteen ~~and~~weeks ~~thirty-nine week periods~~ ended ~~September~~March 2829, ~~2025,~~2026 ~~respectively. Revenue is net of dealer fees attributable to related party of $1.6 million in each of the thirteen~~ and ~~thirty-nine~~March ~~week~~30, ~~periods ended September 29~~2025, ~~2024~~respectively. Refer to Note 1617 – Related Party Transactions for details.

(2) Includes related party interest expense and amortization of debt issuance costs of $12.83 million and $1.54 million in the thirteen ~~week~~weeks ~~periods~~ ended ~~September~~March ~~28, 2025, and September~~ 29, ~~2024,~~2026 ~~respectively. Includes related party interest expense~~ and ~~amortization~~March ~~of debt issuance costs of $5.4 million and $5.6 million in the thirty-nine weeks periods ended September 28~~30, 2025, ~~and September 29, 2024,~~ respectively.

⁽³⁾	Includes the following related party transactions (in millions):

	Thirteen Weeks Ended						~~Thirty-Nine Weeks Ended~~
	September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
	March 29, 2026			March 30, 2025
Loss on issuance of derivative liabilities	$	—		$	(3.0	)	$	—		$	(3.0	)
Gain on remeasurement of derivative liabilities (Note 9 – Borrowings and Derivative Liabilities)	$	7.5		$	3.7
(Loss) gain on remeasurement of derivative liabilities (Note 9 – Borrowings and Derivative Liabilities)		(0.3	)		(22.8	)		1.8			(22.8	)
Gain due to change in fair value of forward purchase agreements		—			0.1
Gain (loss) due to change in fair value of Forward Purchase Agreements		—			2.8			0.1			1.8
Other income		—			0.1
Loss on conversion of SAFE Agreements to common stock		—			—			—			(1.3	)
Change in fair value of SAFE Agreement		(0.1	)		(0.9	)		(0.1	)		(0.9	)
(Loss) gain due to change in fair value of Carlyle warrants		—			—			—			2.9

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUNPOWER INC. ~~AND SUBSIDIARIES~~

Unaudited Condensed Consolidated Statements of Stockholders’ Deficit

(in thousands except number of shares)

	Thirteen Weeks Ended September 28, 2025
	Thirteen Weeks Ended March 29, 2026
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		(Deficit)
Balance as of June 29, 2025		82,325,722	$	14	$	318,311	$	(425,674	)	$	165	$	(107,184	)
Balance as of December 28, 2025		111,334,959	$	16	$	366,408	$	(456,733	)	$	165	$	(90,144	)
Exercise of common stock options		198,096		—		216		—			—		216
Conversion of 7.0% senior unsecured convertible notes for shares of common stock		1,608,769		—		2,646		—			—		2,646
Stock-based compensation		—		—		4,174		—			—		4,174
Issuance of common stock as consideration for acquisition of businesses		1,805,705		—		3,333		—			—		3,333
Vesting of restricted stock units		2,310,811		—		—		—			—		—
Non-cash issuance of shares of common stock for debt commitment fees, capitalized as debt issuance costs		175,000		—		333		—			—		333
Issuance of common stock		4,333,334		—		7,382		—			—		7,382
Vesting of restricted stock units		863,030		—		—		—			—		—
Net loss		—		—		—		(16,904	)		—		(16,904	)
Issuance of common stock		4,560,000		—		6,991		—			—		6,991
Balance as of September 28, 2025		89,167,963	$	14	$	330,083	$	(442,578	)	$	165	$	(112,316	)
Stock-based compensation		—		—		1,605		—			—		1,605
Sunder deferred consideration		—		—		8,533		—			—		8,533
Net income		—		—		—		5,250			—		5,250
Balance as of March 29, 2026		120,347,463	$	16	$	389,849	$	(451,483	)	$	165	$	(61,453	)

	Thirteen Weeks Ended September 29, 2024
	Thirteen Weeks Ended March 30, 2025
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		(Deficit)
Balance as of June 30, 2024		63,044,287	$	13	$	288,259	$	(380,410	)	$	165	$	(91,973	)
Balance as of December 29, 2024		73,784,645	$	14	$	313,661	$	(411,379	)	$	165	$	(97,539	)
Exercise of common stock options		~~282~~43,~~966~~793		—		~~432~~57		—			—		~~432~~57
Vesting of restricted stock units		88192,~~215~~398		—		—		—			—		—
Stock-based compensation		—		—		1,516		—			—		1,516
Exercise of common stock warrants		6,000,000		—		60		—			—		60
Issuance of common stock warrants		—		—		1,400							1,400
Stock-based compensation		—		—		469		—			—		469
Issuance of common stock warrant for services		—		—		7,759		—			—		7,759
Net income		—		—		—		4,812			—		4,812
Exercise of common stock warrants		5,343,616		1		—							1
Balance as of March 30, 2025		80,020,836	$	14	$	314,247	$	(406,567	)	$	165	$	(92,141	)
Issuance of common stock for exchange of debt		1,500,000		—		2,670		—			—		2,670
Issuance of common stock		2,718,837		—		6,143		—					6,143
Modification of warrant agreement		—		—		7,306		—					7,306
Net loss		—		—		—		(77,958	)		—		(77,958	)
Balance as of September 29, 2024		72,977,921	$	14	$	315,485	$	(458,368	)	$	165	$	(142,704	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	Thirty-Nine Weeks Ended September 28, 2025
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		(Deficit)
Balance as of December 29, 2024		73,784,645	$	14	$	313,661	$	(411,379	)	$	165	$	(97,539	)
Exercise of common stock options		731,671		—		775		—			—		775
Stock-based compensation		—		—		8,205		—			—		8,205
Vesting of restricted stock units		4,318,313		—		—		—			—		—
Exercise of common stock warrants		6,000,000		—		60		—			—		60
Issuance of common stock		4,333,334				7,382		—			—		7,382
Net loss		—		—		—		(31,199	)		—		(31,199	)
Balance as of September 28, 2025		89,167,963	$	14	$	330,083	$	(442,578	)	$	165	$	(112,316	)

SUNPOWER INC.

	Thirty-Nine Weeks Ended September 29, 2024
	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income		(Deficit)
Balance as of December 31, 2023		49,065,361	$	7	$	277,965	$	(354,928	)	$	143	$	(76,813	)
Exercise of common stock options		373,003		—		492		—			—		492
Vesting of restricted stock units		88,215		—		—		—			—		—
Stock-based compensation		—		—		4,086		—			—		4,086
Issuance of common stock warrants		—		—		1,400		—					1,400
Issuance of common stock warrant for services		—		—		9,179		—			—		9,179
Issuance of common stock upon conversion of SAFE Agreements with related party		13,888,889		6		6,244		—			—		6,250
Exercise of common stock warrants		5,343,616		1		—		—			—		1
Issuance of common stock for exchange of debt		1,500,000		—		2,670		—			—		2,670
Issuance of common stock		2,718,837		—		6,143		—			—		6,143
Modification of warrant agreement		—		—		7,306		—			—		7,306
Net loss		—		—		—		(103,440	)		—		(103,440	)
Foreign currency translation adjustment		—		—		—		—			22		22
Balance as of September 29, 2024		72,977,921	$	14	$	315,485	$	(458,368	)	$	165	$	(142,704	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUNPOWER INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands except number of shares)

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	September 28, 2025			September 29, 2024
	March 29, 2026			March 30, 2025
Cash flows from operating activities from continuing operations
Cash flows from operating activities
Net loss	$	(31,199	)	$	(103,440	)
Net income	$	5,250		$	4,812
Net loss from discontinued operations, net of income taxes		(1,100	)		(2,007	)
Adjustments to reconcile net income from operations to net cash used in operating activities:
Net loss from continuing operations		(30,099	)		(101,433	)
Stock-based compensation expense		1,605			469
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash lease expense		504			288
Stock-based compensation expense		8,205			4,086
Deferred income tax benefit		(608	)		—
Non-cash interest expense		—			1,938
Depreciation and amortization		3,609			1,583
Non-cash lease expense		826			483
Provision for credit losses		—			1,087
Depreciation and amortization		4,293			991
Change in fair value of SAFE Agreement – related party		44			20
Provision for credit losses		4,159			3,065
Change in fair value of forward purchase agreement liabilities (1)		1,142			(268	)
Change in reserve for excess and obsolete inventory		—			131
Change in fair value of derivative liabilities (2)		(26,608	)		(15,127	)
Change in fair value of SAFE Agreement – related party		113			900
Change in fair value of warrant liabilities		(615	)		1,092
Change in fair value of forward purchase agreement liabilities (1)		807			(4,906	)
Change in fair value of deferred consideration		(2,943	)		—
Change in fair value of derivative liabilities (2)		(1,639	)		37,875
Change in fair value of deferred consideration with related party		(2,307	)		—
Change in fair value of warrant liabilities		3,122			2,116
Change in fair value of debt obligations		320			—
Amortization of debt issuance costs (3)		143,~~259~~674			13,~~361~~655
Non-cash income (4)		(474	)		—
Non-cash expense (income) (4)		176			(158	)
Loss on impairments and disposals		140			3,721
Accretion of debt in CS Solis – related party		—			3,872
Loss on conversion of SAFE Agreements to shares of common stock		—			1,250
Non-cash expense in connection with warrant issued for vendor services		—			5,410
Loss on issuance of derivative liability		—			24,688
Gain on debt extinguishment		—			(19,948	)
Other financing costs		—			3,812
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable, net		(32,747	)		14,735
Accounts receivable		5,003			(223	)
Inventories		342,~~098~~016			211,~~378~~386
Prepaid expenses and other current assets		(12,462	)		(3,185	)
Contract assets		—			(11,279	)
Other noncurrent assets		95			—
Prepaid expenses and other current assets		(10,909	)		(4,413	)
Accounts payable		11,692			(8,496	)
Other noncurrent assets		(15	)		14
Accrued expenses and other liabilities		(6,360	)		(1,646	)
Accounts payable		(1,756	)		6,896
Operating lease liabilities		(866	)		(875	)
Accrued expenses and other liabilities		9,702			(5,525	)
Contract liabilities		(1012,~~568~~940	)		(13,~~434~~064	)
Net cash used in operating activities		(1325,~~406~~656	)		(292,~~111~~627	)
Cash flows from investing activities from continuing operations
Cash flows from investing activities
Cash paid for acquisition, net of cash acquired		~~(20,689~~553	)		—
Capitalization of internal-use software costs		—			(1,044	)
Net cash used in investing activities		553			—
Net cash used in investing activities from continuing operations		(20,689	)		(1,044	)
Cash flows from financing activities
Cash flows from financing activities from continuing operations
Proceeds from issuance of convertible notes		10,710			200
Proceeds from issuance of convertible notes, net of debt discount		20,000			68,725
Proceeds from issuance of convertible notes due to related parties		1,300			—
Proceeds from issuance of convertible notes due to related parties		5,000			26,000
Finance lease payments		(656	)		(515	)
Payment of debt issuance costs		(200	)		—
Principal repayment of notes payable		(1,078	)		—
Finance lease payments		(1,528	)		—
Proceeds from issuance of common stock		6,991			—
Principal repayment of note payable		—			(300	)
Proceeds from exercise of common stock options		—			57
Proceeds from issuance of common stock		1,682			6,143
Proceeds from exercise of warrant for common stock		—			60
Proceeds from exercise of common stock options		775			492
Investor financing deposit		5,000			—
Proceeds from exercise of warrant for common stock		60			—
Net cash provided by (used in) financing activities		22,267			(198	)
Proceeds from issuance of SAFE Agreements		—			6,000
Net decrease in cash, cash equivalents and restricted cash		(2,836	)		(2,825	)
Net cash provided by financing activities from continuing operations		25,789			107,060
Cash, cash equivalents, and restricted cash at beginning of period		13,458			17,219
Effect of exchange rate changes		—			22
Cash, cash equivalents, and restricted cash at end of period	$	10,622		$	14,394
Net (decrease) increase in cash, cash equivalents and restricted cash		(8,306	)		76,927
Cash, cash equivalents, and restricted cash at beginning of period		17,219			6,416
Cash, cash equivalents, and restricted cash at end of period	$	8,913		$	83,343
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	95,~~811~~263		$	—1,388
Cash paid for income taxes		—			10—
Supplemental disclosure of noncash financing and investing activities:
Issuance of Seller Note as partial purchase consideration in Sunder acquisition	$	20,000		$	—
Issuance of convertible note in exchange for investor deposit	$	2,000		$	—
Issuance of shares of common stock and deferred consideration as partial purchase consideration in Sunder acquisition (5)		17,100
Conversion of 7% unsecured notes for shares of common stock		2,646			—
Cancellation of existing indebtedness in Exchange Agreement		—			65,872
Issuance of common stock as partial consideration for acquisition		3,333			—
Issuance of convertible notes in Exchange Agreement		—			31,452
Deferred consideration recognized for acquisition of Cobalt		6,331			—
Issuance of common stock in Exchange Agreement		—			2,220
Tax effect of Cobalt acquisition accounted for as Goodwill		1,001			—
Conversion of SAFE Agreements to shares of common stock with related party		—			5,000
Deferred consideration reclassified to Additional paid-in capital		8,533			—
Carlyle warrant modification		—			660
Operating lease right-of-use assets obtained in exchange for lease obligations		—			116
Issuance of common stock warrants		—			1,400
Measurement period adjustments related to the SunPower acquisition – (Refer to Note 3)

(1) Includes related party income of $0.1 million ~~and $1.8 million~~ in the ~~thirty-nine~~thirteen ~~week~~weeks ~~periods~~ ended ~~September~~March 2830, 2025~~, and September 29, 2024, respectively~~.

(2) Includes related party ~~remeasurement~~gain ofon ~~gain~~remeasurement of $17.85 million and ~~loss of~~ $223.87 million in the ~~thirty-nine~~thirteen ~~week~~weeks ~~periods~~ ended ~~September~~March 2829, ~~2025~~2026 and ~~September~~March 2930, ~~2024~~2025, respectively.

(3) Includes related party amortization expense of $20.79 million and $0.67 million in the ~~thirty-nine~~thirteen ~~week~~weeks ~~periods~~ ended ~~September~~March 2829, ~~2025~~2026 and ~~September~~March 2930, ~~2024~~2025, respectively.

(4) Includes related party non-cash income of $0.1 million in the ~~thirty-nine~~thirteen ~~week~~weeks ~~period~~ ended ~~September~~March 2830, 2025.

(5) The deferred consideration paid and payable in connection with the Sunder acquisition was accounted for on the Company’s balance sheet as of September 28, 2025, as (i) $5.7 million within Additional paid-in capital, (ii) $5.7 million within Accrued expenses and other current liabilities, and (iii) $5.7 million within Other long-term liabilities.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUNPOWER INC. ~~AND SUBSIDIARIES~~

Notes to Unaudited Condensed Consolidated Financial Statements

(1) Organization

~~(a)~~ Description of business

SunPower Inc. ~~and Subsidiaries~~ (“SunPower” or the “Company”) is the rebranded name of Complete Solaria, Inc. (“Complete Solaria”). The rebranding was effective April 22, 2025 and the Company’s legal name change became effective on October 16, 2025. References to the Company and SunPower include the same entity under its previous name of Complete Solaria. The Company is headquartered in Orem, Utah.

The Company was originally incorporated in Delaware under the name Complete Solaria, Inc. and is a residential solar installer that offers ~~storage~~ storage and home energy solutions to customers in North America. The Company was formed through Complete Solar Holding Corporation’s ~~acquisition~~ acquisition of The Solaria Corporation (“Solaria”). ~~The Company is headquartered in Orem, Utah.~~

Complete Solar, Inc. (“Complete Solar”) was incorporated in Delaware on February 22, 2010. Through February 2022, the Company operated as Complete Solar, Inc., a single legal entity. In February 2022, ~~the~~Complete ~~Company~~Solar implemented a holding company reorganization (the “Reorganization”) in which the Company created and incorporated Complete Solar Holding Corporation (“Complete Solar Holdings”). As a result of the Reorganization, Complete Solar Holdings became the successor entity to Complete Solar, Inc. ~~Subsequently~~Complete Solaria, Inc. (“Complete Solaria”) was formed in November 2022 through the merger of Complete Solar ~~Holdings changed~~Holding ~~its~~Corporation, ~~name~~a toDelaware corporation (“Complete Solar”), and The Solaria Corporation, ~~Inc~~a Delaware corporation (such entity, “Solaria,” and such transaction, the “Business Combination”).

OnThe ~~July 18, 2023, the~~ Company ~~consummated~~operates on a ~~series of merger transactions contemplated by an Amended and Restated Business Combination Agreement entered into with wholly~~52-~~owned subsidiaries of Freedom Acquisition I Corp. (“FACT”) (“Mergers”), equating~~ to a-53-week ~~reverse~~fiscal ~~recapitalization~~year ~~for~~that ~~accounting~~ends ~~purposes.~~on ~~Under~~ the ~~reverse~~Sunday ~~recapitalization~~closest ofto ~~accounting,~~December ~~FACT was treated as the acquired company for financial statement reporting purposes~~31. ~~This~~The ~~determination was based on the~~ Company ~~having a majority of the voting power of the post-combination company, the Company~~’s ~~senior~~first ~~management~~fiscal ~~comprising substantially all of the senior management of the post-combination~~quarters ~~company,~~for 2026 and ~~the~~2025 ~~Company’s~~in ~~operations~~this ~~comprising~~report ~~the~~on ~~ongoing~~Form ~~operations of the post~~10-~~combination~~Q ~~company.~~ended ~~Accordingly,~~on ~~for~~March ~~accounting purposes~~29, ~~the~~2026 ~~Mergers~~(“Q1 ~~were~~2026”) ~~treated~~and asMarch ~~the~~30, ~~equivalent~~2025 of(“Q1 ~~a capital transaction in which Complete Solaria issued stock for the net assets~~2025”), ~~of FACT~~respectively. ~~The net assets of FACT were stated at historical cost, with no goodwill or other intangible assets recorded.~~

OnAcquisitions August 5, 2024, Complete Solaria entered into an Asset Purchase Agreement (the “APA”) among Complete Solaria, SunPower Corporation and SunPower Corporation’s direct and indirect subsidiaries (collectively, the “SunPower Debtors”) providing for the Company’s purchase of certain assets relating to the Blue Raven Solar business, New Homes Business and Non-Installing Dealer network previously operated by the SunPower Debtors (“SunPower Acquisition”). The APA was entered into in connection with a voluntary petition filed by SunPower Corporation under Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532. The SunPower Acquisition was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware. The Company completed the acquisition in the Company’s fiscal fourth quarter on September 30, 2024.

OnIn ~~September~~the ~~21,~~fiscal ~~2025,~~year ~~Complete~~ended ~~Solaria,~~December ~~Inc.~~28, ~~and Complete Solar~~2025, ~~Inc, a subsidiary of~~ the Company, ~~entered~~completed ~~into~~the aacquisitions ~~Membership~~of ~~Interest Purchase Agreement (“MIPA”) with~~ Sunder Energy, LLC (“Sunder”) and ~~the~~Ambia Energy ~~seller, Chicken Parm Pizza~~ LLC (“~~Seller/Member~~Ambia”). On February 2, ~~the~~ ~~sole~~2026, ~~member~~the ofCompany ~~Sunder.~~completed ~~The~~the acquisition of ~~Sunder~~Cobalt ~~was~~Power ~~completed~~Systems, onInc. ~~September~~(“Cobalt”). Each ~~24,~~of ~~2025,~~these ~~and~~acquisitions ~~the~~was ~~financial~~accounted ~~results~~for ofas ~~Sunder~~a ~~have~~business ~~been included~~combination in ~~the~~accordance ~~Company’s~~with ~~unaudited~~Accounting ~~condensed~~Standards ~~consolidated~~Codification ~~financial~~(“ASC”) 805, ~~statements~~Business ~~since the date of acquisition~~Combination. Refer to Note 3 – Business Combinations for adetails ~~description~~ of ~~Sunder~~these transactions.

~~The~~Liquidity ~~aforementioned~~and ~~acquisitions~~going ~~were accounted for as business combinations in accordance with ASC 805, Business Combinations as more fully described in Note 3 – Business Combinations.~~concern

The Company’s ~~completed~~operating ~~its~~loss ~~legal~~was ~~renaming~~$19.2 tomillion ~~SunPower~~in ~~Inc~~the thirteen weeks ended March 29, 2026. inAs of March 29, 2026, the ~~period~~Company ~~ended~~had ~~September~~an 28accumulated deficit of $451.5 million, ~~2025~~current debt of $38.0 million, and cash and cash equivalents, excluding restricted cash, of $9.5 million. The Company anticipates that operating losses and negative operating cash flows will continue in the near term.

6Management is actively pursuing plans to mitigate these conditions, including obtaining additional capital resources through equity or debt financing and leveraging support from significant stockholders when necessary. The Company has financed its operations primarily through sales of equity securities, private placements, debt, issuance of convertible notes and other debt instruments, other financing instruments, cash from operations, and proceeds from the Mergers.

~~(b)~~The ~~Liquidity~~Company did not file its Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 or the amendment required to the Current Report originally filed on September 26, 2025, relating to the Sunder acquisition, within the timeframe required by the SEC. As a result, the Company is not currently eligible to use a registration statement on Form S-3 that would allow it to continuously incorporate by reference its SEC reports into a registration statement, to use “shelf” registration statements to conduct offerings, or to use the at-the-market offering facility until approximately one year from the date that the Company has regained and maintained ~~going~~status ~~concern~~as a current filer. Aside from a “shelf” registration, the Company has alternative financing options and may seek additional liquidity through the use of a Form S-1 registration statement and or private placements.

Since inception through September 28, 2025, the Company has incurred recurring losses and negative cash flows from operations. The Company’s loss from continuing operations was $30.1 million for the thirty-nine-week period ended September 28, 2025. As of that date, the Company had an accumulated deficit of $442.6 million, total debt of $204.3 million, and cash and cash equivalents, excluding restricted cash, of $5.1 million. The Company anticipates that operating losses and negative operating cash flows may continue in the near term, which raises substantial doubt about its ability to continue as a going concern.

~~Management~~If the Company is ~~actively~~not ~~pursuing~~able ~~plans~~to secure adequate additional funding when needed, the Company will need to ~~mitigate~~reevaluate ~~these~~its ~~conditions~~operating plan and may be forced to make reductions in spending, ~~including~~extend ~~obtaining~~payment ~~additional~~terms ~~capital~~with ~~resources~~suppliers, ~~through~~liquidate ~~equity~~assets where possible, or ~~debt~~suspend ~~financing~~or curtail ~~and~~planned ~~leveraging~~programs ~~support~~or ~~from~~cease ~~significant~~operations ~~shareholders~~entirely. ~~when~~These ~~necessary.~~actions ~~Historically~~could materially impact the Company’s business, results of operations and future prospects. While the Company has ~~raised~~been ~~funds~~able ~~through~~to ~~private~~raise ~~placements of~~multiple ~~equity~~rounds ~~securities~~of financing, ~~issuance~~there ofcan ~~convertible~~be ~~notes~~no ~~and~~assurance ~~debt,~~that ~~and~~in ~~proceeds~~the ~~from~~event the ~~mergers.~~Company ~~During~~requires ~~the~~additional ~~year~~financing, ~~funding~~such ~~from~~financing ~~significant~~will ~~shareholders~~be available on terms that are favorable, or at all. Failure to generate ~~has~~sufficient ~~supported~~cash ~~working~~flows ~~capital~~from ~~requirements~~operations, ~~and~~raise ~~similar~~additional ~~measures~~capital ~~may~~or bereduce ~~considered~~certain indiscretionary spending would have a material adverse effect on the ~~upcoming~~Company’s ~~periods~~ability to achieve its intended business objectives.

Management plans to proactively position the Company to access capital markets once eligible and pursue strategic opportunities to strengthen liquidity. Given the one-year eligibility requirement for Form S-3 after regaining current filer status, the Company will focus on alternative financing options to maintain flexibility and efficiency in capital raising.

However, there can be no assurance that these plans will be successful or that financing will be available on favorable terms. If adequate funding cannot be secured, the Company may need to reevaluate its operating plan, which could include reducing expenditure, extending payment terms with suppliers, liquidating assets, or suspending certain programs.

Therefore, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

(2) Basis of Presentation and Summary of Significant Accounting Policies

~~(a)~~ Basis of presentation

The interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

The accompanying interim unaudited condensed consolidated financial statements are unaudited and have been prepared by the Company in accordance ~~with~~ with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with ~~the~~ the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim unaudited condensed consolidated financial statements do not include all the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, these interim unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 28, 2025, and the results of operations for the thirteen and thirty-nine week periods ended September 28, 2025 and September 29, 2024. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or any other future period. These interim unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended December 29, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on April 30, 2025.

~~The~~In ~~Company’s~~the ~~operates~~opinion onof amanagement, ~~52-to-53-week~~these ~~fiscal~~interim ~~year~~unaudited ~~that~~condensed ~~ends~~consolidated onfinancial ~~the~~statements ~~Sunday~~reflect ~~closest~~all adjustments, consisting of normal recurring adjustments, necessary to ~~December~~present ~~31.~~fairly ~~The~~the Company’s ~~fiscal~~financial ~~year~~position as of March 29, 2026, and the results of operations for ~~2024~~the thirteen weeks ended ~~December~~March 29, ~~2024~~2026 and March 30, 2025. ~~The~~These ~~Company’s~~interim ~~third~~unaudited ~~fiscal~~condensed ~~quarters~~consolidated ~~for~~financial statements ~~2025~~and related notes should be read in conjunction with the audited consolidated financial statements and ~~2024~~related notes for the fiscal year ended December 28, 2025, included in ~~this~~the ~~report~~Company’s Annual Report on Form 10-QK ~~ended~~filed with the SEC on ~~September 28~~April 14, ~~2025~~2026. The ~~(“Third~~results ~~Quarter~~of ~~2025”)~~operations ~~and~~for ~~September~~interim ~~29,~~periods ~~2024~~are ~~(“Third~~not ~~Quarter~~necessarily ~~2024”),~~indicative ~~respectively~~of the results to be expected for the full year or any other future period.

7Cash and cash equivalents and restricted cash

(b) Cash and cash equivalents and restricted cash

The Company reconciles cash, cash equivalents, and restricted cash reported in its unaudited condensed consolidated balance sheets that aggregate to the beginning and ending balances shown in the Company’s unaudited condensed consolidated statements of cash flows as follows (in thousands):

	As of
	September 28, 2025		December 29, 2024
	March 29, 2026		December 28, 2025
Cash and cash equivalents	$	59,~~072~~488	$	139,~~378~~617
Restricted cash		31,~~841~~134		3,841
Total cash, cash equivalents and restricted cash	$	810,~~913~~622	$	1713,~~219~~458

~~(c) Estimated credit losses~~6

~~The~~Use ~~Company recognizes an allowance for credit losses at the time a receivable is recorded based on the Company’s estimate~~ of expected credit losses, historical write-off experience, and current account knowledge, and adjusts this estimate over the life of the receivable as needed. The Company evaluates the aggregation and risk characteristics of a receivable pool and develops loss rates that reflect historical collections over the time horizon that the Company is exposed to credit risk, and payment terms or conditions that may materially affect future forecasts.estimates

The ~~Company~~preparation ~~performs~~of ~~ongoing~~interim ~~credit~~unaudited ~~evaluations~~condensed ofconsolidated ~~its customers’~~ financial ~~condition~~statements ~~when~~requires ~~deemed~~management ~~necessary.~~to ~~The~~make ~~Company~~estimates maintains an allowance for credit losses based on the expected collectability of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness and ~~current~~assumptions ~~economic trends. The Company believes~~ that ~~its concentration~~ ofaffect ~~credit~~reported ~~risk is limited because of the large number of customers, credit quality of the customer base, small account balances for most of these customers, and customer geographic diversification~~amounts. ~~The Company does not have any off-balance sheet credit exposure relating to its customers.~~

Revenue recognition

The Company recognizes revenue in accordance with ASC 606 – Revenue from Contracts with Customers (“ASC 606”) when control of the promised products and services is transferred to the customer and its performance obligations are satisfied. The Company’s performance obligation in its Residential Solar Installation and New Homes Business segments is to design and install a fully functioning solar energy system. The design, delivery of system components, installation, and services facilitating interconnection to the power grid are accounted for as a single performance obligation.

Revenue is recognized in the amount of consideration the Company expects to be entitled to receive, net of customer incentives such as discounts or rebates, and variable consideration is estimated at each reporting date to the extent it is probable that a significant reversal will not occur. Amounts invoiced and collected in advance of performance are recorded as deferred revenue. The Company’s contracts do not contain significant financing components.

For Residential Solar Installation and New Homes Business cash and financing arrangements, revenue is generally recognized over time beginning when the system is fully installed, as this is when the customer obtains control of the asset. Revenue is recognized using an input method based on direct installation costs. For New Homes Business lease arrangements, revenue is recognized at a point in time upon customer acceptance of the completed system.

In the Dealer segment, the Company earns revenue from contracts for solar installations performed by third-party installers. The Company acts as an agent in these arrangements and recognizes revenue on a net basis at the point in time when substantial completion is achieved. The Company does not provide warranty services related to Dealer contracts. During the thirteen week period ended March 29, 2026, the Company amended customer contracts and under the amended contractual terms, the point at which control transfers to the customer changed from permission to operate (“PTO”) to substantial completion of the installation. As a result, the Company recognized incremental revenue of $12.4 million in the thirteen week period ended March 29, 2026, related to the contract modifications.

Incremental costs of obtaining customer contracts

As of March 29, 2026 and December 28, 2025, deferred commissions were $8.1 million and $5.6 million, respectively.

Estimated credit losses

The following table summarizes the allowance for credit loss activity as of and for the periods ended (in thousands):

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	September 28,			September 29,
	March 29,			March 30,
	2025			2024
	2026			2025
Balance at beginning of year	$	(15,~~701~~206	)	$	(91,~~846~~701	)
Provision charged to earnings		~~(4,159~~—	)		(41,~~204~~087	)
Amounts written off, net of recoveries and other adjustments		~~1,048~~—			~~1,041~~313
Balance at end of period	$	(45,~~812~~206	)	$	(132,~~009~~475	)

~~(d) Contract liabilities~~7

~~Contract liabilities consist of deferred revenue~~Recent ~~and~~Accounting ~~customer~~Pronouncements advances, which represent consideration received from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract. Total contract liabilities balances as of the respective dates are as follows (in thousands):Adopted

	As of
	September 28,			December 29,
	2025			2024
Contract liabilities current and noncurrent		(11,426	)		(10,921	)

In March 2024, the FASB issued ASU 2024-02 “Codification Improvements-Amendments to Remove References to the Concepts Statements”, which removes various references to concepts statements from the FASB Accounting Standards Codification. This ASU is effective for the Company beginning in the first quarter of fiscal year 2026, with early adoption permitted. The Company adopted the guidance in the period ended March 29, 2026 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-04, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) (“ASU 2024-04”)”. The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The standard is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company adopted the guidance effective December 29, 2025 and the adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires the disaggregation of certain expenses in the notes of the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. The FASB subsequently issued ASU 2025-01 “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 “Targeted improvements to the Accounting for Internal-Use Software” which is an update to remove all references to prescriptive and sequential software development stages (referred to as “project stages”). This ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact that the adoption of ASU 2025-06 may have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting Narrow Scope Improvements” which amends and clarifies interim reporting and disclosure requirements including additional guidance on what disclosures should be provided in interim reporting periods. This amendment also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public companies. This ASU may be applied prospectively or retrospectively to any or all periods presented in the Company’s consolidated financial statements. Early adoption of this ASU is permitted. The Company is currently evaluating the impact that the adoption of this ASU may have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements” which makes changes to the Accounting Standards Codification that clarify, correct errors or make minor improvements and make ASCs easier to understand and apply. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. This ASU may be adopted prospectively or retrospectively, except as to the clarification of the calculation of earnings per share when a loss from continuing operations exists which must be adopted retrospectively. All other codification improvements may be adopted prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this ASU may have on its consolidated financial statements.

~~The~~(3) ~~Company typically invoices its customers upon completion of set~~Business milestones, generally upon installation of the solar energy system with the remaining balance invoiced upon passing final building inspection. Standard payment terms to customers range from 30 to 60 days. When the Company receives payment, or when such payment is unconditionally due from a customer prior to delivering goods or services to the customer under the terms of a customer agreement, the Company records this deferred revenue as a contract liability. Most installation projects are completed within 12-months. As such, a significant portion of the Company’s contract liabilities is reflected within current liabilities in the accompanying condensed consolidated balance sheets. Contract liabilities for installation projects expected to be completed beyond 12 months are classified as noncurrent obligations in the accompanying condensed consolidated balance sheets. Combinations

~~(e)~~Cobalt ~~Revenue~~Power ~~recognition~~Systems, Inc.

~~Revenue~~On isJanuary ~~recognized~~30, ~~for~~2026, ~~Residential~~the ~~Solar~~Company ~~Installation~~entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Cobalt and ~~New~~Cobalt’s stockholders ~~Homes~~(the ~~Business~~“Cobalt ~~when~~Stockholders”). aThe ~~customer~~Company, ~~obtains~~Cobalt ~~control~~and the Cobalt Stockholders completed the closing under the Share Purchase Agreement (the “Cobalt Closing”) on February 2, 2026. At the Cobalt Closing, the Company acquired all of ~~promised~~the outstanding ~~products~~stock ~~and~~of ~~services~~Cobalt from the Cobalt Stockholders for: (a) 1.8 million shares (the “Closing Consideration Shares”) of the Company’s common stock and (b) an agreement to issue an additional $3.33 million of shares of the Company’s ~~has~~common stock ~~satisfied~~on ~~its~~each ~~performance~~of ~~obligations~~the ~~which~~12-month isand 18-month anniversaries of the ~~date~~Cobalt byClosing ~~which~~(“Post-Closing ~~substantially~~Consideration ~~all~~Shares). Additionally, the Company agreed to issue up to $2.0 million of ~~its~~restricted ~~design~~stock ~~and~~units ~~installation~~to those Cobalt employees who continue their employment with isthe ~~complete~~Company ~~for~~following athe ~~fully~~Cobalt ~~functioning~~Closing, ~~solar~~and ~~power~~850,000 ~~system~~restricted stock units will be issued as inducement grants to ~~interconnect~~certain Cobalt key employees. Based on the analysis of the payments made or to be made in connection with the ~~local~~acquisition ~~power~~of ~~grid~~Cobalt under ASC 805, the Company concluded that the $2.0 million of restricted stock units is considered compensation and, therefore, this amount has been excluded from the business combination consideration. Cobalt designs and installs solar systems for residential and commercial clients.

~~Installation~~Total consideration for Cobalt was $9.66 million, ~~includes~~which consists of $3.33 million paid at the ~~design~~Cobalt Closing and Post-Closing Consideration Shares valued at $6.33 million. The $3.33 million fair value of the shares of common stock issued at the Cobalt Closing was derived based on the Company’s closing stock price in a ~~solar~~5-day ~~energy~~volume-weighted ~~system,~~average price (“VWAP”) immediately preceding the ~~delivery~~Cobalt Closing to determine the number of shares issued. The Post-Closing Consideration Shares are treated as a liability for financial reporting purposes and are reported within Deferred consideration, current and deferred consideration, noncurrent within the ~~components~~Company’s unaudited condensed consolidated balance sheet, and were valued using a Monte Carlo simulation model to capture the variability in the number and value of shares issuable at the ~~solar~~12- and ~~energy~~18-month ~~system~~post-closing (idates.~~e.,~~ ~~photovoltaic~~Under ~~system~~the terms of the agreement, ~~inverter~~the deferred obligation represents a fixed dollar amount that will be settled in a variable number of shares determined based on the 5-day VWAP immediately prior to each issuance date, resulting in an ~~battery~~inverse ~~storage~~relationship between share price and shares issued. The model incorporates key assumptions, ~~etc~~including a starting VWAP of $1.)69, a ~~installation~~risk-free ~~services~~rate of 3.53%, expected volatility of 85.5% derived from peer company analysis and ~~services~~historical ~~facilitating~~data, and a 1.5-year simulation horizon. For each simulated stock price path, the ~~connection~~model ofcalculates the ~~solar~~resulting ~~energy~~share ~~system~~issuances toand ~~the~~corresponding ~~power~~payment ~~grid.~~values, discounts ~~The~~those ~~Company~~amounts ~~accounts~~to ~~for~~present ~~these~~value, ~~services~~and asaverages ~~inputs~~the outcomes across simulations to aestimate ~~combined~~fair ~~output~~value, resulting in a ~~single~~concluded ~~service-based~~value ~~performance~~of approximately ~~obligation~~$6.33 million as of the valuation date. The total consideration is summarized as follows (in thousands):

The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for the products and services. To achieve this core principle, the Company applies the following five steps:

Consideration
Fair value of shares of the Company’s common stock issued at Cobalt Closing (classified within Additional paid-in capital)	$	3,333
Deferred Cobalt Consideration Shares (Classified within Deferred consideration, current and noncurrent)		6,331
Fair value of total consideration	$	9,664

~~Step 1.~~The ~~Identification~~provisional fair values of assets acquired and liabilities assumed were based upon the facts and circumstances existing at the Cobalt Closing. The purchase price accounting remains open for the valuation of intangibles, certain liabilities and allocation of goodwill. The Company elected the practical expedient within ASC 805-20-30-27 through 805-20-30-30 to recognize and measure contract~~(s)~~ liabilities in accordance with aASC ~~customer;~~606 as if it had originated the acquired contract. Thus, the amount of any contract liabilities immediately prior to the acquisition will be the comparable amounts recognized in the determination of assets acquired and liabilities assumed by the Company.

~~Step 2.~~The provisional ~~Identification~~fair values of ~~the~~identifiable ~~performance~~assets ~~obligations~~acquired inand ~~the~~liabilities ~~contracts~~assumed are identified below (sin thousands);:

Step 3. Determination of the transaction price;

	Provisional fair values as of Cobalt Closing
Net assets acquired:
Cash and cash equivalents	$	553
Trade accounts receivable, net		3,642
Inventories		1,739
Prepaid expenses and other current assets		30
Property and equipment, net		485
Intangible assets, net		3,871
Operating lease right-of-use assets		1,277
Accounts payable		(3,864	)
Accrued expenses and other current liabilities		(1,002	)
Short-term debt with third parties		(2,706	)
Other long-term liabilities		(1,099	)
Contract liabilities		(5,238	)
Deferred tax liability		(1,001	)
Fair value of the excess of liabilities assumed over assets acquired		(3,313	)
Fair value of common stock issued		3,333
Fair value of Deferred Cobalt Consideration Shares		6,331
Consideration transferred		9,664
Goodwill recognized	$	12,977

Step 4. Allocation of the transaction price to the performance obligations;

Step 5. Recognition of the revenue when, or as, the Company satisfies a performance obligation.

Residential Solar Installation revenues

The Company’s Residential Solar Installation segment sells products through a network of installing and non-installing dealers and resellers, as well as its internal sales team. The Company’s contracts with customers include three primary contract types:

● Cash agreements – The Company contracts directly with homeowners who purchase the solar energy system and related services from the Company. Customers are invoiced on a billing schedule, where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

● Financing partner agreements – In its financing partner agreements, the Company contracts directly with homeowners for the purchase of the solar energy system and related services. The Company refers the homeowner to a financing partner to finance the system, and the homeowner makes payments directly to the financing partner. The Company receives consideration from the financing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

● Power purchase agreements and lease agreements – The Company contracts directly with a leasing partner to perform the solar energy system installation, and the homeowner will finance the system through a power purchase agreement (or lease), which is signed with the Company’s leasing partner. The Company considers the leasing partner to be its customer, as the Company does not contract directly with the homeowner and the leasing partner takes ownership of the system upon the completion of installation. The Company receives consideration from the leasing partner on a billing schedule where the majority of the transaction price is due upon installation with an additional payment due when the system passes inspection by the authority having jurisdiction.

~~New~~As of the ~~Homes~~date ~~Business~~of ~~revenues~~acquisition, the intangible assets acquired and estimated useful lives were as follows:

The Company’s New Homes Business segment sells through a network of home builders as well as its internal sales team. The Company’s contracts with customers include two primary contract types:

	Estimated useful life	Provisional fair values as of the Cobalt Closing
Customer relationships (Backlog)	18 months	$	1,100
Trade name – Cobalt	10 years		2,000
Building lease intangible asset – favorable lease	6 years		771
Total		$	3,871

●The fair ~~Cash~~value ~~agreements~~of –the ~~The~~backlog ~~Company~~was ~~contracts~~estimated ~~directly~~using ~~with~~the ~~homebuilders~~excess ~~who~~earnings ~~purchase~~method, an income-based approach, under which value is determined based on the ~~solar~~present ~~energy~~value ~~system~~of ~~from~~the cash flows attributable specifically to the ~~Company~~backlog ~~and~~after ~~are~~deducting appropriate returns for contributory assets. Projected revenues were based on the ~~customers~~contractual inbacklog existing as of the ~~transaction~~valuation date, and operating expenses were estimated as a percentage of revenue, with an adjustment to exclude sales and marketing expenses. ~~The~~Based ~~Company~~on management’s estimates, substantially all sales and marketing efforts relate to acquiring new customers and are ~~invoiced~~not ~~upon~~required to fulfill the ~~completion~~existing backlog. Contributory asset charges were applied for the use of ~~installation~~working capital, fixed assets, assembled workforce, and trademarks.

●The trade ~~Lease agreements – Prior to SunPower Debtor~~name’s ~~declaration~~fair ofvalue ~~bankruptcy,~~was ~~certain~~estimated ~~homeowners~~using ~~had~~the ~~intended to lease a system~~ relief-from-royalty ~~SunPower~~method, ~~Debtors~~which ~~but~~measures ~~were unable to consummate~~ the ~~transaction~~present ~~(as~~value ~~a result~~ of ~~SunPower~~avoided ~~Debtor’s declaration of bankruptcy)~~royalty payments. The ~~in-process~~valuation ~~system~~considered ~~inventory~~qualitative ~~(installed~~factors onsuch ~~recently~~as ~~constructed~~Cobalt’s ~~homes)~~long ~~was~~operating ~~acquired~~history bysince ~~the~~2003, ~~Company~~strong inreputation ~~connection~~for affordable ~~with~~and ~~the~~reliable ~~SunPower~~solar ~~Acquisition.~~solutions, ~~The~~and ~~Company~~established ~~contracted~~market ~~directly~~presence with aover ~~leasing~~2,400 ~~partner~~installations. toIt ~~facilitate~~assumed the ~~leasing~~trade ofname ~~the~~supports all ~~system~~revenues toand ~~the~~applied ~~impacted~~a ~~homeowners~~1.0% ~~The~~royalty ~~Company~~rate ~~considers~~based ~~the~~on ~~leasing~~profit-split ~~partner~~analysis toand bemarket ~~its customer~~data. ~~Under~~The ~~the~~trade ~~terms~~name ofwas ~~the~~assigned ~~Company’s~~a ~~arrangement~~10-year ~~with the leasing partner~~useful life, ~~control~~reflecting isexpected ~~not~~continued ~~transferred~~use toand ~~the~~brand ~~customer until the completed system is accepted by the customer. The Company receives consideration from the leasing partner following the acceptance of the system.~~support

The ~~Company’s~~fair ~~performance~~value ~~obligation~~of ~~for~~the ~~both~~building oflease ~~these~~was ~~reportable~~estimated ~~segments~~using isan toincome ~~design~~approach, ~~and~~specifically ~~install~~ a ~~fully~~discounted ~~functioning~~cash ~~solar~~flow ~~energy system. For all contract types (with the exception of New Homes Business Lease agreements)~~model, ~~the~~reflecting ~~Company recognizes revenue over time. The Company’s over-time revenue recognition begins when~~ the ~~solar power system is fully installed (as it is at this point that~~present ~~control~~value of the ~~asset~~difference ~~begins~~between tocontractual berent ~~transferred to the customer,~~ and ~~the~~estimated ~~customer~~market ~~retains~~rent ~~the~~over ~~significant risks and rewards of ownership of~~ the ~~solar~~remaining ~~power~~lease ~~system)~~term. ~~The~~Key ~~Company~~assumptions ~~recognizes~~include ~~revenue~~a ~~using the input method based on direct costs to install the system and defers~~market ~~the~~rent ~~costs~~derived offrom ~~installation~~comparable ~~until~~properties, ~~such~~a ~~time that control of the asset transfers to the customer (installation)~~2.0% ~~For~~annual ~~New~~rental ~~Homes~~growth ~~Business Lease agreements~~rate, ~~the~~and ~~Company~~an ~~considers~~8.50% ~~the~~discount ~~performance~~rate ~~obligation~~consistent towith bemarket ~~satisfied~~participant return atexpectations aand ~~point~~leasehold-specific ~~in time upon acceptance of the system by the customer~~risks.

~~Revenue~~Goodwill isrepresents ~~generally~~the ~~recognized~~excess atof the ~~transaction~~preliminary ~~price~~estimated ~~contained~~consideration ~~within~~transferred over the ~~agreement,~~fair ~~net~~value of the ~~costs~~net oftangible ~~financing,~~and orintangible ~~other consideration~~assets ~~paid~~acquired ~~to the customers~~ that is ~~not~~associated inwith ~~exchange~~the ~~for~~excess acash ~~distinct~~flows ~~good or service. The Company’s arrangements may contain clauses~~ that ~~can~~ ~~either increase or decrease~~ the ~~transaction~~acquisition ~~price. Variable consideration~~ is ~~estimated~~expected atto ~~each~~generate ~~measurement~~in ~~date at its most likely amount to~~ the ~~extent~~future. ~~that~~The itgoodwill is ~~probable that a significant reversal of cumulative revenue recognized will~~ not ~~occur and true-ups are~~ ~~applied~~deductible ~~prospectively~~for astax ~~such estimates change~~purposes.

~~The~~Cobalt ~~Company~~contributed ~~records~~$5.0 ~~deferred~~million ~~revenue~~and ~~for~~$0.3 ~~amounts~~million ~~invoiced that are received~~ in ~~advance~~revenue ofand ~~the~~income ~~provisioning~~before ofincome ~~services.~~taxes Infrom ~~certain~~operations, ~~contracts with customers~~respectively, ~~the Company arranges~~ for ~~a third-party financing partner to provide financing to~~ the ~~customer.~~period ~~The Company collects upfront~~ from ~~the financing partner and the customer will provide instalment payments to the financing partner. The Company records revenue in~~ the ~~amount~~acquisition ~~received~~date ~~from the financing partner, net of any financing fees charged~~ to ~~the~~March ~~homeowner~~29, ~~which the Company considers to be a customer incentive~~2026. ~~None of the Company’s contracts contain a significant financing component.~~

Sunder Energy LLC

~~The~~On September 21, 2025, a subsidiary of the Company ~~earns~~entered ~~revenue~~into ~~from~~a ~~contracts~~Membership ~~sold~~Interest toPurchase ~~customers~~Agreement (“Sunder MIPA”) with Sunder Energy LLC (“Sunder”) and the seller, Chicken Parm Pizza LLC (“CPP”), the sole member of Sunder. On September 24, 2025 (“Sunder Closing”), the Company completed the acquisition of the membership interests of Sunder for ~~solar~~an aggregate ~~installations~~consideration ~~performed~~of by$57.8 ~~third-party~~million ~~installation~~(“Sunder ~~companies~~Acquisition”). ~~The~~Per the terms of the Sunder MIPA, the Company ~~recognizes~~acquired ~~revenue~~all atof athe outstanding ~~point~~membership ininterest ~~time~~of ~~when~~Sunder ~~Permission~~for (1) $20.7 million in cash, subject to ~~Operate~~certain working capital and other adjustments; (2) a promissory note to the Member in the principal amount of $20.0 million (“~~PTO~~Seller Note”); isand ~~complete~~(3) 10.0 ~~The~~million shares of the Company’s ~~acts~~common asstock an(valued ~~agent~~at inthe ~~these~~closing ~~arrangements~~share price on September 24, 2025, of $1.71 per share), consisting of (i) 3.3 million shares of the Company’s common stock issued at the Sunder Closing and ~~records~~(ii) ~~revenue~~subject to approval of such issuances by the Company’s stockholders, (x) 3.3 million shares of the Company’s common stock to be issued on athe ~~net~~12-month ~~basis~~anniversary of the Sunder Closing and (y) 3.3 ~~The~~million shares of the Company’s ~~does~~common stock to be issued on the 18-month anniversary of the Sunder ~~not~~Closing ~~have~~(“Deferred ~~significant~~Sunder ~~financing~~Consideration ~~components~~Shares”). In lieu of issuing the Deferred Sunder Consideration Shares, the Company, in its ~~contracts~~sole discretion, may elect to pay the Member a cash payment equal to the number of Deferred Sunder Consideration Shares otherwise issuable by the Company multiplied by the volume-weighted average price of the Company’s common stock as quoted on Nasdaq for the 30-trading day period ending two business days prior to the date on which the applicable Deferred Sunder Consideration Shares are otherwise issuable (“Cash in Lieu Amount”). ~~The~~If the Company ~~does~~elects ~~not~~to ~~provide~~pay ~~warranty~~the ~~services~~Cash in Lieu Amount, 50% of the Cash in Lieu Amount will be paid on the three-month anniversary of the date on which the applicable Deferred Sunder Consideration Shares are otherwise issuable, with the remaining 50% of the Cash in Lieu Amount payable on the six-month anniversary of the date on which the applicable Deferred Sunder Consideration Shares are otherwise issuable. The shares of the Company’s common stock issued and ~~does~~expected ~~not~~to ~~record~~be aissued ~~warranty~~were valued ~~reserve~~at aggregate of $17.1 million at the Sunder Closing. The common stock issued at the Sunder Closing was valued at $5.7 million and accounted for within Additional paid-in-capital on the Company’s consolidated balance sheet.

Costs to obtain and fulfill contracts

The Company’s costs to obtain and fulfill contracts, when recognized, associated with systems sales are expensed as sales commission and cost of revenue, respectively. In addition, incentives the Company provides to its customers, such as discounts and rebates, are recorded net to the revenue the Company has recognized on the solar power system.

~~Disaggregation~~On April 23, 2026, the Company and CPP entered into an amended and restated Seller Note that, following certain payoffs under the prior Seller Note, has an amended principal amount of ~~revenue~~$7.0 million (the “A&R Seller Note”). Refer to Note 18 – Subsequent Events for details.

~~Refer~~On March 25, 2026, the Company’s stockholders approved the issuance of the Deferred Sunder Consideration Shares, and the Company’s option to pay the ~~table~~Cash ~~below~~in Lieu Amount expired. Accordingly, the value of the Deferred Sunder Consideration Shares became fixed on that date. The fair value of the 6.7 million Deferred Sunder Consideration Shares was $8.5 million as of March 25, 2026. Under ASC 815-40, Derivatives and Hedging, as all of the substantive contingencies have been resolved and only remaining condition is the passage of time, the obligation met the criteria for equity classification. As such, the Company reclassified the Deferred Sunder Consideration Shares obligation from liability to equity as of March 29, 2026. Pursuant to an Amendment and Agreement dated as of March 5, 2026 between CPP and the Company, the Company agreed to issue all of the Deferred Sunder Consideration Shares following receipt of approval by the Company’s ~~revenue~~stockholders, ~~recognized~~and ~~(in~~the ~~thousands):~~ Deferred Sunder Consideration Shares were subsequently issued on April 8, 2026. Refer to Note 18 – Subsequent Events for details.

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
Residential Solar Installation
Revenue recognized over time	$	38,579	$	5,536	$	114,097	$	20,068
Total Residential Solar Installation		38,579		5,536		114,097		20,068
New Homes Business
Revenue recognized over time		9,443		—		40,075		—
Revenue recognized at a point in time		17,673		—		61,787		—
Total New Homes Business		27,116		—		101,862		—
Sunder
Revenue recognized at a point in time		4,310		—		4,310		—
Total Sunder		4,310		—		4,310		—
Total revenue	$	70,005	$	5,536	$	220,269	$	20,068
Total revenue recognized over time	$	48,022	$	5,536	$	154,172	$	20,068
Total revenue recognized at a point in time		21,983		—		66,097		—

The Company concluded that since the sellers joined the Company and represent members of management, they have a level of influence that is not insignificant; therefore, they are related parties to the Company.

~~All~~Sunder ~~revenue~~is ~~was~~a ~~generated~~solar sales company. The Company acquired Sunder as a strategic acquisition to expand its overall market share and its penetration into more U.S. states. The financial results of Sunder have been included in the ~~United~~Company’s ~~States~~consolidated financial statements since its date of acquisition.

~~Remaining~~The ~~performance~~consideration ~~obligations~~initially paid and remaining payable as of the date of the Sunder Closing is summarized below (in thousands):

The Company elected the practical expedient not to disclose the remaining performance obligations for contracts that are less than one year in length.

	Consideration
Paid at Sunder Closing
Cash	$	20,689
Seller note		20,000
Fair value of 3.3 million shares of the Company’s common stock		5,700
Payable subsequent to Sunder Closing
Deferred Sunder Consideration Shares (fair value of 6.7 million shares of the Company’s common stock at Sunder Closing)		11,400
Fair value of total consideration at Sunder Closing	$	57,789

~~Incremental~~The ~~costs~~Company financed a portion of ~~obtaining~~the ~~customer~~transaction ~~contracts~~through the issuance of $22.0 million of 7.0% senior unsecured convertible notes (the “September 2025 Notes”) and Seller Note in the original principal amount of $20.0 million, which has been amended by the A&R Seller Note in the principal amount of $7.0 million subsequent to March 29, 2026. Refer to Note 9 – Borrowings and Derivative Liabilities and Note 18 – Subsequent Events for details regarding these obligations.

~~Incremental~~The ~~costs~~provisional fair values of ~~obtaining~~assets ~~customer~~acquired ~~contracts~~and ~~consist~~liabilities ofassumed ~~sales~~were ~~commissions~~based upon a preliminary valuation, ~~which~~and ~~are~~the ~~costs~~Company’s ~~paid~~estimates and assumptions have been revised during the measurement period to ~~third-party~~refine ~~vendors~~the ~~who~~fair ~~source~~values ~~residential~~of the assets acquired and liabilities assumed ~~customer~~based ~~contracts~~upon ~~for~~the facts and circumstances existing at the ~~sale~~date of ~~solar~~acquisition ~~energy~~which ~~systems~~resulted byin the ~~Company~~measurement period adjustments noted below. The ~~Company~~purchase ~~defers~~price ~~sales~~accounting ~~commissions~~remains ~~and~~open ~~recognizes~~for ~~expenses in~~the ~~accordance~~components ~~with~~of ~~the~~working ~~timing~~capital, identification and valuation of ~~the~~intangibles and ~~related~~allocation ~~revenue~~of ~~recognition~~goodwill. ~~Amortization~~The ofCompany ~~deferred~~has ~~commissions~~elected isthe ~~recorded~~practical asexpedient ~~sales~~within ~~commissions~~ASC 805-20-30-27 through 805-20-30-30 to recognize and measure contract liabilities in ~~the~~accordance ~~accompanying~~with ~~unaudited~~ASC ~~condensed~~606 ~~consolidated~~as ~~statements~~if ofit ~~operations~~had ~~and~~originated ~~comprehensive~~the ~~loss~~acquired contract. AsThus, the amount of ~~September~~any ~~28,~~contract liabilities ~~2025~~immediately ~~and~~prior ~~December 29,~~to ~~2024,~~the ~~deferred~~acquisition ~~commissions~~will ~~were~~be ~~not~~the ~~material~~comparable amounts recognized in the determination of assets acquired and liabilities assumed by the Company.

(f) Prepaid expenses and other current assets

The following table summarizes the components of prepaid expenses and other current assets:

	As of
	September 28,		December 29,
	2025		2024
Deferred costs	$	20,737	$	3,759
Other		93		4,447
Total prepaid expenses and other current assets	$	20,830	$	8,206

(g) Recent accounting pronouncements

Accounting pronouncements adopted

In July 2025, the FASB issued ASU 2025-05 “Measurement of Credit Losses for Accounts Receivable and Contract Assets” which provides an update to all entities with a practical expedient when estimating expected credit losses. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company adopted ASU 2025-05 in the thirteen week period ended September 28, 2025. The impact of the adoption was not material to the condensed consolidated financial statements.

~~Accounting~~The following ~~pronouncements~~table ~~not~~summarizes ~~yet~~the ~~adopted~~provisional fair value of identifiable assets acquired and liabilities assumed. No measurement period adjustments were recorded in the thirteen week period ended March 29, 2026.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The objective of ASU 2023-09 is to enhance disclosures related to income taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information about income taxes paid. ASU 2023-09 is effective for public companies starting in annual periods beginning after December 15, 2024. The Company will adopt this ASU in its annual report for the fiscal year ending December 28, 2025. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

(in thousands)	Provisional fair values
Net assets acquired:
Accounts receivable	$	797
Prepaid expenses and other current assets		3,039
Property and equipment		241
Operating lease right-of-use assets		313
Other noncurrent assets		135
Intangibles		37,500
Contract liabilities		(11,673	)
Accounts payable		(203	)
Accrued expenses and other current liabilities		(3,850	)
Operating lease liabilities		(332	)
Fair value of net assets acquired		25,967
Consideration transferred		57,789
Goodwill recognized	$	31,822

InIntangible ~~November~~assets ~~2024,~~acquired ~~the~~and ~~FASB~~estimated ~~issued~~useful ~~ASU~~lives ~~2024-03,~~were ~~Income~~as ~~Statement-Reporting~~follows ~~Comprehensive Income-Expense Disaggregation Disclosures~~ (~~Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expenses~~ in the notes of the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. The FASB subsequently issued ASU 2025-01 “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40thousands): Clarifying the Effective Date”, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20) (“ASU 2024-04”). The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The standard is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company is currently evaluating the impact that the adoption of ASU 2024-04 may have on its consolidated financial statements.

	Estimated useful life	Provisional fair values
Customer relationships	10 years	$	30,600
Trademark - Sunder	10 years		6,100
Developed technology - Sunder	2 years		800
Total		$	37,500

InThe ~~March~~fair ~~2024,~~value of customer relationships was estimated using the ~~FASB~~excess ~~issued ASU 2024-02 “Codification~~earnings ~~Improvements-Amendments~~method. toThe ~~Remove~~assumptions ~~References~~used toincluded ~~the~~revenue, ~~Concepts~~included ~~Statements”,~~all ~~which~~business ~~removes~~enterprise ~~various~~valuation ~~references~~sales, toreduced ~~concepts~~by ~~statements~~a ~~from~~5% ~~the~~attrition ~~FASB~~rate ~~Accounting~~based ~~Standards~~on ~~Codification.~~historical ~~This~~customer ~~ASU~~turnover, with operating expenses isestimated ~~effective~~as ~~for~~a ~~the~~percentage ~~Company~~of ~~beginning~~sales inand ~~the~~no ~~first~~sales-and-marketing ~~quarter~~adjustment ofsince ~~fiscal~~such ~~year~~efforts ~~2026,~~do ~~with~~not ~~early~~directly ~~adoption~~support ~~permitted~~existing customers. Contributory ~~The~~asset ~~Company~~charges ~~expects~~were ~~the new~~applied ~~guidance~~for ~~will~~the ~~have~~use anof ~~immaterial~~working ~~impact~~capital, onfixed ~~its~~assets, ~~consolidated~~workforce, ~~financial~~trademarks, ~~statements~~and internal-use software, and ~~intends~~cash toflows ~~adopt~~were projected over the ~~guidance~~period ~~when~~in itwhich ~~becomes effective~~customer inrelationships were expected to produce meaningful benefit, with the ~~first~~economic life ~~quarter~~extending ofuntil ~~fiscal~~those ~~year~~cash ~~2026~~flows became minimal.

InThe ~~September~~fair ~~2025,~~value of the ~~FASB~~trademark ~~issued~~was ~~ASU~~estimated ~~2025~~using the relief-06from-royalty ~~“Targeted~~method. ~~improvements~~This toapproach measures the ~~Accounting~~value ~~for~~of ~~Internal-Use~~the ~~Software”~~asset ~~which~~based ison anthe ~~update~~hypothetical toroyalties ~~remove~~the ~~all~~Company ~~references~~would toavoid ~~prescriptive~~paying ~~and~~if ~~sequential~~it ~~software~~had ~~development~~to ~~stages~~license ~~(referred~~the totrademark asfrom ~~“project~~a ~~stages”)~~third party. ~~This~~ ~~ASU~~The isassumptions ~~effective~~used to ~~for~~value ~~all~~the ~~entities~~trademark ~~for~~included ~~annual~~projected ~~reporting~~sales ~~periods~~based ~~beginning~~upon ~~after~~the ~~December~~business ~~15,~~enterprise ~~2027,~~valuation ~~and~~considered ~~interim~~attributable ~~reporting~~to ~~periods~~the trademark, ~~within~~a ~~those~~royalty ~~annual~~rate ~~reporting~~of ~~periods~~1.0% ~~Early~~supported ~~adoption~~by isa ~~permitted~~profit-split asanalysis ofand ~~the~~benchmarking ~~beginning~~against ofcomparable anlicensing ~~annual~~arrangements ~~reporting~~in ~~period.~~the ~~The~~solar ~~Company is~~and ~~currently~~broader ~~evaluating~~energy ~~the~~industries ~~impact~~and ~~that~~a ~~the~~useful ~~adoption~~economic life of ~~ASU 2025-06 may~~ ~~have~~10 onyears ~~its~~consistent ~~consolidated~~with ~~financial~~management’s ~~statements~~expectations for continued use and the anticipated longevity of the brand’s market relevance.

(h) Changes in related parties

Transactions with CRSEF Solis Holdings, LLC and its affiliates (“Carlyle”), have been disclosed as related party transactions until it ceased being a significant shareholder in the Company. Beginning in the thirteen week period ended June 29, 2025, transactions with Carlyle are no longer deemed related party transactions. The Company continues to engage in transactions Carlyle as it is a creditor of the Company’s 12.0% senior unsecured convertible notes. Refer to Note 9 – Borrowings and Derivative Liabilities for additional information.

Polar Multi-Strategy Master Fund (“Polar”) ceased to be a related party, and as a result, beginning in the thirteen week period ended June 29, 2025, transactions with Polar are no longer deemed related party transactions. Transactions previously reported with Polar have been disclosed as related party transactions. The Company continues to have a forward purchase agreement obligation with Polar.

~~(3)~~The fair ~~Business~~value of Sunder’s developed technology was estimated using the cost approach, which measures value based on the cost to reproduce ~~Combinations~~or replace the existing software in its current state. The analysis considered the historical direct development costs, including Sunder’s ongoing investment in labor, design, coding, and testing efforts required to build the technology. In addition to direct costs, the valuation incorporated opportunity costs, which reflect the portion of the software expected to be added, modified, or removed over time based on management’s estimates of ongoing development needs. Together, these inputs approximate the current replacement cost of the technology, adjusted for necessary updates and functional improvements.

~~SunPower~~Goodwill ~~Acquisition~~represents the excess of the preliminary estimated consideration transferred over the fair value of the net tangible and intangible assets acquired that is associated with the excess cash flows that the acquisition is expected to generate in the future. The goodwill is tax deductible.

OnAmbia September 30, 2024, commencing the Company’s fourth quarter of fiscal 2024, the Company completed the acquisition of certain assets and assumption of certain liabilities from SunPower Debtors for an aggregate cash consideration paid of $54.5 million, net of $1.0 million of cash acquired. Prior to its declaration of bankruptcy SunPower Debtors was a solar technology and energy services provider that offered fully integrated solar, storage, and home energy solutions to customers in the United States through an array of hardware, software, and “Smart Energy” ~~solutions.~~LLC The financial results of the SunPower Acquisition have been included in the Company’s unaudited condensed consolidated financial statements since the date of the SunPower Acquisition. This transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations.

~~Transaction~~On ~~costs~~November ~~incurred~~21, in2025, ~~connection~~the ~~with~~Company ~~the~~entered ~~close~~into ofa Membership Interest Purchase Agreement (the ~~SunPower~~“Ambia ~~Acquisition~~MIPA”) ~~totaled~~with $7Ambia and Ambia Holdings, Inc.2, ~~million~~a Delaware corporation and ~~were~~the ~~expensed~~sole bymember ~~the~~of ~~Company~~Ambia ~~and~~(“Ambia ~~included~~Holdings”) to acquire Ambia (the “Ambia inAcquisition”). ~~general~~Ambia ~~and~~was ~~administrative~~the ~~expenses~~sole operating entity within ~~the~~Ambia ~~fourth~~Holdings. ~~quarter~~Ambia ofis ~~the~~a ~~Company’s~~residential ~~fiscal~~solar ~~year~~energy ~~ended~~system ~~December~~installer and ~~29,~~operates ~~2024~~in various markets throughout the United States.

The ~~fair values of assets acquired and liabilities~~ ~~assumed were based upon a preliminary valuation. Consistent with previous disclosures~~Company, ~~the~~Ambia ~~Company~~and ~~disclosed~~Ambia ~~that~~Holdings ~~further~~completed ~~adjustments to~~ the ~~Company’s~~closing ~~inventory~~under ~~were expected in~~ the ~~thirty-nine~~Ambia ~~week~~MIPA ~~period~~on ~~ended~~November ~~September 28~~21, 2025~~. As~~ of(the ~~September~~“Ambia ~~28, 2025,~~Closing”). At the ~~Company~~Ambia ~~finalized~~Closing, the ~~fair~~Company ~~value~~acquired all of the ~~assets~~outstanding ~~acquired~~membership ~~and~~interests ~~liabilities~~of ~~assumed.~~Ambia ~~The~~from ~~inventory~~Ambia ~~acquired~~Holdings ~~related~~for: ~~to 1~~(a) ~~work-in-progress~~10,243,924 atshares ~~various stages~~ of ~~completion~~common asstock of the ~~acquisition~~Company ~~date for which further analysis was required in order to determine which systems could be sold to a financing partner~~ (~~for which~~ the ~~remaining~~“Ambia ~~units~~Closing ~~determined~~Consideration toShares”), beissued ~~sellable~~at ~~to that partner were resolved during~~ the ~~thirteen-weeks~~ ~~ended~~Ambia ~~September~~Closing ~~28,~~to ~~2025)~~Ambia Holdings; and 2(b) ~~completed~~an ~~systems~~agreement ~~that were acquired as of the acquisition date for which uncertainty existed due~~ to ~~unsettled~~issue ~~matters~~an ~~with~~additional ~~the~~9.375 ~~SunPower~~million ~~Bankruptcy~~of ~~Estate~~shares ~~(which~~of ~~were resolved in connection with~~ the Company’s ~~settlement with~~common ~~the~~stock ~~SunPower~~on ~~Bankruptcy~~each ~~Estate). The final determination~~ of the ~~fair~~six-month ~~values~~ anniversary of the ~~inventory~~Ambia Closing and ~~intangibles~~the ~~upon~~12-month ~~settlement~~anniversary of ~~these matters resulted in a revision to~~ the ~~inventory~~Ambia ~~and~~Closing ~~intangibles~~(collectively ~~with~~such ~~the~~additional ~~offsetting~~shares ~~adjustment~~of tocommon ~~goodwill~~stock, ~~during~~ the ~~measurement period.~~“Deferred ~~The~~Ambia ~~Company~~Consideration ~~concluded~~Shares”). ~~that~~The ~~the~~issuance ~~finalization~~ of the ~~measurement~~Deferred ~~period~~Ambia ~~adjustment~~Consideration ~~resulted~~Shares inis ~~the~~subject ~~recognition~~to ofapproval ~~$2.2~~by ~~million~~the ~~of costs~~Company’s ofstockholders ~~goods~~following in the ~~thirteen~~Ambia ~~week~~Closing. ~~period~~On ~~ended~~March ~~September 28~~25, ~~2025 that would have been recognized in the thirteen week period ended June 29~~2026, ~~2025~~ ~~(which~~ the Company’s ~~concluded~~stockholders ~~was~~approved ~~not material to~~ the ~~financial~~issuance ~~statements~~of ~~for~~ the ~~thirteen-~~Deferred ~~and thirty-nine week periods ended September~~Ambia ~~28,~~Consideration ~~2025)~~Shares.

The ~~following~~actual ~~table~~number ~~summarizes~~of Deferred Ambia Consideration Shares issuable by the ~~provisional~~Company on the six- and ~~final~~12-month ~~fair~~anniversaries ~~values~~of the Ambia Closing will be determined based on the 20-day trailing volume-weighted average price of ~~identifiable~~the ~~assets~~Company’s ~~acquired~~common stock after market close on the business day immediately prior to the issuance date of the applicable shares (the “VWAP Value”); provided that the VWAP Value for the calculation of the actual number of Deferred Ambia Consideration Shares issuable by the Company will not be more than $2.8102 per share or less than $1.4988 per share. Additionally, the number of Deferred Ambia Consideration Shares issuable by the Company is subject to adjustment pursuant to customary working capital and ~~liabilities~~balance ~~assumed~~sheet adjustment terms and ~~measurement period~~subject ~~adjustments~~to (offset for certain indemnifiable damages in ~~thousands):~~accordance with the Ambia MIPA.

	Provisional fair values			Measurement period adjustment			Final fair values as of September 28, 2025
Net assets acquired:
Cash	$	1,000		$	—		$	1,000
Accounts receivable		16,614			—			16,614
Inventories		27,706			20,682			48,388
Prepaid expenses and other current assets		2,219			—			2,219
Property and equipment		5,867			—			5,867
Operating lease right-of-use assets		2,506			—			2,506
Other noncurrent assets		541			—			541
Intangibles		18,100			(2,206	)		15,894
Deferred revenue		(7,361	)		—			(7,361	)
Accounts payable		(5,270	)		—			(5,270	)
Accrued expenses and other current liabilities		(13,955	)		—			(13,955	)
Operating lease liabilities		(2,963	)		—			(2,963	)
Other long-term liabilities		(8,980	)		—			(8,980	)
Fair value of net tangible assets acquired		36,024			18,476			54,500
Goodwill recognized		18,476			(18,476	)		—
Consideration transferred	$	54,500		$	—		$	54,500

The initial fair value of the deferred consideration shares at the Ambia Closing was $16.9 million. The Company’s closing share price for its common stock of $1.61 on November 21, 2025 was used to fair value the shares issued at the Ambia Closing. The total consideration is summarized as follows (in thousands):

Consideration
Fair value of 10,243,924 shares of the Company’s common stock issued at Ambia Closing	$	16,493
Deferred Ambia Consideration Shares		16,879
Fair value of total consideration	$	33,372

The provisional fair values of assets acquired and liabilities assumed were based upon the facts and circumstances existing at the date of acquisition. The purchase price accounting remains open for the valuation of the customer relationship and allocation of goodwill. The Company elected the practical expedient within ASC 805-20-30-27 through 805-20-30-30 to recognize and measure contract liabilities in accordance with ASC 606 as if it had originated the acquired contract. Thus, the amount of any contract liabilities immediately prior to the acquisition will be the comparable amounts recognized in the determination of assets acquired and liabilities assumed by the Company.

~~Sunder~~There ~~Energy~~have ~~LLC~~been ~~Acquisition~~no measurement period adjustments since the Ambia Closing. The provisional fair values of identifiable assets acquired and liabilities assumed are identified below (in thousands):

On September 24, 2025 (“Closing”), the Company completed the acquisition of all assets and assumption of all liabilities of the Membership Interests of Sunder for aggregate consideration of $57.8 million. Sunder is a solar sales company. The Company acquired Sunder as a strategic acquisition to expand its overall market share and its penetration into more U.S. states. Per the terms of the MIPA, the Company acquired all of the outstanding membership interest of Sunder for (1) $20.7 million in cash, subject to certain working capital and other adjustments; (2) a promissory note to the Member in the principal amount of $20.0 million (“Seller Note”); (3) and 10.0 million shares of the Company’s common stock (valued at the closing share price on September 24, 2025, of $1.71 per share), consisting of (i) 3,333,334 shares of the Company’s common stock and (ii) subject to approval of such issuances by the Company’s stockholders, (x) an additional 3,333,333 shares of the Company’s common stock to be issued on the 12-month anniversary of the Closing and (y) a further 3,333,333 shares of the Company’s common stock to be issued on the 18-month anniversary of the Closing (“Deferred Consideration Shares”). In lieu of issuing the Deferred Consideration Shares, the Company, in its sole discretion, may elect to pay the Member a cash payment equal to the number of Deferred Consideration Shares otherwise issuable by the Company multiplied by the volume-weighted average price of the Company’s common stock as quoted on Nasdaq for the 30-trading day period ending two business days prior to the date on which the applicable Deferred Consideration Shares were otherwise issuable (“Cash in Lieu Amount”). If the Company elects to pay the Cash in Lieu Amount, 50% of the Cash in Lieu Amount will be paid on the three-month anniversary of the date on which the applicable Deferred Consideration Shares were otherwise issuable, with the remaining 50% of the Cash in Lieu Amount payable on the 6 month anniversary of the date on which the applicable Deferred Consideration Shares were otherwise issuable. The shares of the Company’s common stock were valued at $17.1 million at the date of acquisition. The deferred consideration paid and payable in connection with the Sunder acquisition was accounted for on the Company’s balance sheet as of September 28, 2025, as (i) $5.7 million within Additional paid-in capital, (ii) $5.7 million within Accrued expenses and other current liabilities, and (iii) $5.7 million within Other long-term liabilities.

	Provisional fair values as of the Ambia Closing
Net assets acquired:
Cash and cash equivalents	$	1,350
Accounts receivable		1,368
Contract assets - unbilled receivables		1,143
Prepaid expenses and other current assets		797
Property and equipment, net		2,230
Intangible assets		4,300
Operating lease right-of-use assets		2,563
Other noncurrent assets		182
Accounts payable		(2,806	)
Accrued expenses and other current liabilities		(2,917	)
Contract liabilities		(1,675	)
Operating lease liabilities, noncurrent		(2,702	)
Finance lease liabilities		(1,269	)
Fair value of net assets acquired		2,564
Fair value of common stock issued		16,493
Fair value of Deferred Ambia Consideration Shares		16,879
Consideration transferred		33,372
Goodwill recognized	$	30,808

~~The~~As of the ~~total~~Ambia ~~consideration~~Closing, isthe ~~summarized~~intangible asassets ~~follows~~acquired ~~(in~~and ~~thousands)~~estimated useful lives were as follows:

Consideration
	Estimated useful life		Provisional Fair values as of the Ambia Closing
Cash	$	20,689
Customer relationships (Backlog)	1 year (1)		$	3,400
Seller note		20,000
Trademarks - Ambia	1 year			900
Equity 3.3 million shares of the Company’s common stock		5,700
Total			$	4,300
Contingent consideration arrangement – up to 6.6 million shares of the Company’s common stock		11,400
Fair value of total consideration transferred	$	57,789

~~The fair~~(1) ~~values~~Useful oflife ~~assets~~is ~~acquired and liabilities assumed were~~ based upon acustomer ~~preliminary valuation~~consumption, ~~and~~expected ~~the Company’s estimates and assumptions are subject~~ to ~~change~~occur within ~~the~~one ~~measurement period~~year. Due to the timing of the acquisition at the end of the September 28, 2025 quarterly period, the purchase price accounting remains open for the components of working capital, identification and valuation of intangibles and allocation of goodwill to reportable segments. The Company has elected the practical expedient within ASC 805-20-30-27 through 805-20-30-30 to recognize and measure contract liabilities in accordance with ASC 606 – Revenue from Contracts with Customers as if it had originated the acquired contract. Thus, the amount of any contract liabilities immediately prior to the acquisition will be the comparable amounts recognized in the determination of assets acquired and liabilities assumed by the Company.

~~The~~Trademarks were ~~following~~derived ~~table~~using ~~summarizes~~the relief from royalty method based upon the ~~provisional~~following ~~fair~~key assumptions; (i) all sales based upon the business enterprise value; (ii) a royalty rate of ~~identifiable~~1% ~~assets~~based ~~acquired~~upon profit split analysis and ~~liabilities~~comparable ~~assumed~~licensing royalty agreements; and (iii) an economic life of the Ambia name through the end of 2026, wherein the Ambia name will only be used in ~~thousands):~~certain small markets and that all sales, marketing and branding will be done under the SunPower brand name in relatively short order.

Net assets acquired:
Accounts receivable	$	257
Prepaid expenses and other current assets		387
Property and equipment		241
Operating lease right-of-use assets		313
Other noncurrent assets		552
Intangibles		25,922
Contract liabilities		(11,073	)
Accounts payable		(184	)
Accrued expenses and other current liabilities		(1,322	)
Operating lease liabilities		(215	)
Fair value of net tangible assets acquired		14,878
Goodwill recognized		42,911
Consideration transferred	$	57,789

Customer relationships (backlog) was derived using the excess earnings method based upon the following key assumptions: (i) backlog meets the appropriate contractual criteria; (ii) sales were based upon the backlog of sales; (iii) expenses were based upon a percentage of sales with an adjustment for sales and marketing expenses, upon which management estimates that 100% of Ambia’s sales and marketing expenses are directed at acquiring new customers and are not required to support the backlog; (iv) charges were taken for the use of working capital, fixed assets, workforce and trademarks; and (v) the economic life of the backlog is to the end of fiscal 2026 based upon management’s estimate of average deal length.

As of the date of acquisition the intangible assets acquired and estimated useful lives were as follows:

	Estimated useful life	Amount
Customer related intangible	1 year	$	9,279
Trademark - Sunder	5 years		2,427
Developed technology - Sunder	5 years		14,216
Balance at end of period		$	25,922

Goodwill represents the excess of the preliminary estimated consideration transferred over the fair value of the net tangible and intangible assets acquired that is associated with the excess cash flows that the acquisition is expected to generate in the future. The goodwill is tax deductible.

~~The~~Unaudited ~~Sunder~~Pro ~~acquisition~~Forma ~~contributed~~Financial ~~$4.3 million in revenue and $0.3 million of income before income taxes for the period from the acquisition date to September 28, 2025.~~Information

~~Unaudited~~ The following unaudited pro forma financial information represents the consolidated financial statements of the Company for the thirteen week periods presented, as if Sunder and Ambia were acquired on January 1, 2024 and Cobalt was acquired on December 30, 2024.

The ~~following presents the~~ unaudited pro forma ~~consolidated~~combined financial information ofdoes ~~the~~not ~~Company~~give ~~for~~effect ~~the~~to ~~periods~~any ~~presented~~cost savings, asoperating ifsynergies ~~the~~or ~~SunPower~~revenue synergies ~~Acquisition~~that ~~and~~may ~~Sunder~~result ~~had~~from ~~been~~the ~~acquired~~acquisitions. asThe pro forma results do not necessarily reflect the actual results of ~~January~~operations 1,of ~~2024.~~the combined business (in thousands):

The unaudited pro forma combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the acquisition of SunPower Acquisition or Sunder. The pro forma results do not necessarily reflect the actual results of operations of the combined business (in thousands).

	Unaudited
	Thirteen Weeks Ended
	March 29,		March 30,
	2026		2025

Pro forma revenue	$	114,579	$	101,190
Pro forma net income from operations		1,725		187

	Thirty-Nine Weeks Ended
	September 28,			September 29,
	2025			2024
Pro forma revenue	$	276,353		$	319,639
Pro forma net loss from continuing operations		(45,402	)		(364,510	)

(4) Revenue Recognition and Contract Balances

~~(4) Fair~~Disaggregation ~~Value~~of ~~Measurements~~revenue

~~The~~Refer ~~following~~to the table ~~sets~~below ~~forth~~for the Company’s ~~financial~~revenue ~~assets~~recognized ~~and liabilities that are measured at fair value, on a recurring basis~~ (in thousands):

	As of September 28, 2025
	Thirteen Weeks Ended
	Level 1		Level 2		Level 3		Total
	March 29, 2026		March 30, 2025
Financial Assets
Residential Solar Installation
Restricted cash	$	3,841	$	—	$	—	$	3,841
Revenue recognized over time	$	31,537	$	36,504
Total	$	3,841	$	—	$	—	$	3,841
Total Residential Solar Installation		31,537		36,504
Financial Liabilities
New Homes Business
July 2024 Notes derivative liability	$	—	$	—	$	21,664	$	21,664
Revenue recognized over time		10,106		15,466
July 2024 Notes derivative liability – related parties		—		—		13,940		13,940
Revenue recognized at a point in time		4,523		26,443
September 2024 derivative liability		—		—		53,301		53,301
Total New Homes Business		14,629		41,909
September 2024 derivative liability – related parties		—		—		5,922		5,922
Dealer
July 2025 Note derivative liability– related party		—		—		3,468		3,468
Revenue recognized at a point in time		26,627		—
September 2025 Notes derivative liability		—		—		16,274		16,274
Total Dealer		26,627		—
Forward purchase agreement liabilities		—		—		4,301		4,301
Total revenue	$	72,793	$	78,413
Public warrants		—		—		2,588		2,588
Total revenue recognized over time	$	41,642	$	51,970
Private placement warrants		—		—		1,880		1,880
Total revenue recognized at a point in time		31,151		26,443
Working capital warrants		—		—		215		215
SAFE Agreement with related party		—		—		497		497
Total	$	—	$	—	$	124,050	$	124,050

	As of December 29, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability	$	—	$	—	$	13,563	$	13,563
July 2024 Notes derivative liability – related parties		—		—		21,127		21,127
September 2024 Notes derivative liability		—		—		55,474		55,474
September 2024 Notes derivative liability – related parties		—		—		6,958		6,958
Forward purchase agreement liabilities (1)		—		—		3,494		3,494
Public warrants		—		—		862		862
Private placement warrants		—		—		627		627
Working capital warrants		—		—		72		72
SAFE Agreement with related party		—		—		384		384
Total	$	—	$	—	$	102,561	$	102,561

All revenue was generated in the United States.

(1) Includes $1.3 million due to related parties as of and December 29, 2024.

Subsequent to issuance, changes in the fair value of the derivative liabilities, liability classified warrants, forward purchase agreements and SAFEs are recorded within Other expense, net in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss.

~~Derivative~~Contract liabilities

~~The~~Contract ~~Company issued derivative~~ liabilities inconsist ~~conjunction~~of ~~with~~ the ~~issuance~~following ~~of certain convertible notes in July 2024 September 2024 and July 2025~~ (~~as defined~~ in ~~Note 9 – Borrowings and Derivative Liabilities~~thousands). The Company valued the derivative liabilities as of September 28, 2025, and December 29, 2024 using a binomial lattice model, which includes Level 3 unobservable inputs. The key inputs used were dividend yield, the Company’s common stock price, volatility, and risk-free rate of the derivative liabilities.:

The July 2024 Notes derivative liability valuation included the following inputs:

	As of
	March 29,		December 28,
	2026		2025
Contract liabilities:
Contract liabilities, current	$	12,634	$	20,336
Contract liabilities, noncurrent		794		794
Total contract liabilities	$	13,428	$	21,130

	As of
	September 28, 2025			December 29, 2024
Coupon rate		12.0	%		12.0	%
Conversion rate		595.24			595.24
Conversion price	$	1.68		$	1.68
Common stock price	$	1.77		$	1.81
Risk-free rate		3.7	%		4.43	%
Volatility		73.9	%		62.0	%
Dividend yield		0.0	%		0.0	%

Revenue recognized in the current period from contract liabilities as of December 28, 2025 was $18.5 million in the thirteen week period ended March 29, 2026.

~~The~~(5) Fair ~~September~~Value ~~2024 Notes derivative liability valuation included the following inputs:~~Measurements

	As of
	September 28, 2025			December 29, 2024
Coupon rate		7.0	%		7.0	%
Conversion rate		467.84			467.84
Conversion price	$	2.14		$	2.14
Common stock price	$	1.77		$	1.81
Risk-free rate		3.7	%		4.43	%
Volatility		77.8	%		66.6	%
Dividend yield		0.0	%		0.0	%

The following table sets forth the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):

The July 2025 Note derivative liability valuation included the following inputs:

	As of March 29, 2026
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	1,134	$	—	$	—	$	1,134
Total	$	1,134	$	—	$	—	$	1,134
Financial Liabilities
July 2024 Notes derivative liability ⁽¹⁾	$	—	$	—	$	14,042	$	14,042
July 2024 Notes derivative liability – related parties ⁽¹⁾		—		—		9,036		9,036
September 2024 Notes derivative liability ⁽¹⁾		—		—		26,351		26,351
September 2024 Notes derivative liability – related parties ⁽¹⁾		—		—		4,286		4,286
July 2025 Note derivative liability– related party ⁽¹⁾		—		—		2,239		2,239
September 2025 Notes derivative liability ⁽¹⁾		—		—		10,825		10,825
November 2025 Note derivative liability – related party ⁽¹⁾		—		—		1,069		1,069
January 2026 Note derivative liability – related party						1,467		1,467
$1.9 Million Note						1,530		1,530
March 2026 Bridge Note						9,500		9,500
Forward purchase agreement liabilities		—		—		5,107		5,107
SAFE Agreement with related party		—		—		579		579
Private placement warrants		—		—		1,504		1,504
Working capital warrants		—		—		172		172
Public warrants		2,070		—		—		2,070
Deferred Cobalt Consideration Shares		—		—		6,331		6,331
Deferred Ambia Consideration Shares		—		—		13,936		13,936
Total	$	2,070	$	—	$	107,974	$	110,044

	As of
	September 28, 2025
Coupon rate		12.0	%
Conversion rate		558.66
Conversion price	$	1.79
Common stock price	$	1.77
Risk-free rate		3.7	%
Volatility		75.1	%
Dividend yield		0.0	%

The September 2025 Notes derivative liability valuation included the following inputs:

	As of
	September 28, 2025
Coupon rate		7.0	%
Conversion rate		467.84
Conversion price	$	2.14
Common stock price	$	1.77
Risk-free rate		3.7	%
Volatility		77.8	%
Dividend yield		0.0	%

Public warrants

	As of December 28, 2025
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability ⁽¹⁾	$	—	$	—	$	19,604	$	19,604
July 2024 Notes derivative liability – related parties ⁽¹⁾		—		—		12,615		12,615
September 2024 Notes derivative liability ⁽¹⁾		—		—		37,930		37,930
September 2024 Notes derivative liability – related parties ⁽¹⁾		—		—		5,870		5,870
July 2025 Note derivative liability– related party ⁽¹⁾		—		—		3,246		3,246
September 2025 Notes derivative liability ⁽¹⁾		—		—		14,756		14,756
November 2025 Note derivative liability – related party ⁽¹⁾		—		—		1,488		1,488
Forward purchase agreement liabilities		—		—		3,965		3,965
SAFE Agreement with related party		—		—		535		535
Private placement warrants		—		—		1,692		1,692
Working capital warrants		—		—		194		194
Public warrants		2,475		—		—		2,475
Deferred Sunder Consideration Shares		10,840		—		—		10,840
Deferred Ambia Consideration Shares		—		—		16,879		16,879
Total	$	13,315	$	—	$	118,774	$	132,089

(1) The ~~public~~ ~~warrants~~derivative liabilities are ~~measured~~associated atwith ~~fair~~the ~~value~~Company’s onoutstanding asenior ~~recurring~~unsecured ~~basis~~convertible notes with stated interest rates of 7.0% ~~The~~(the ~~public~~“September ~~warrants~~2024 ~~were~~Notes” ~~valued~~and ~~based~~“September on2025 Notes”) and 12.0% (the ~~closing~~“July ~~price~~2024 Notes”, “July 2025 Note”, “November 2025 Note” and “January 2026 Note”) all of ~~the~~which ~~publicly traded~~are ~~instrument~~defined in Note 9 – Borrowings and Derivative Liabilities.

Private placement and working capital warrants

The private placement and working capital warrants are measured at fair value. The Company valued the private placement and working capital warrants, based on a Black-Scholes Option Pricing Method, which included the following inputs:

	As of
	September 28,			December 29,
	2025			2024
Expected term		2.81 years			3.56 years
Expected volatility		169.0	%		68.1	%
Risk-free rate		3.65	%		4.39	%
Expected dividend yield		0.00	%		0.00	%

Forward purchase agreement liabilities

In the Third Quarter 2025, the Company entered into individual amendments with Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as “Meteora”), Sandia Investment Management LP (“Sandia”) and Polar (collectively, the “FPA Amendments”) which among other things, extended the valuation date applicable to each of the FPAs.

FPAs are measured at fair value on a recurring basis using a Monte Carlo simulation analysis. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the simulation period, which included the following inputs:

	As of
	September 28,			December 29,
	2025			2024
VWAP	$	1.86		$	1.78
Simulation period		0.80 years			0.55 years
Risk-free rate		3.73	%		4.28	%
Volatility		84.8	%		117	%

SAFE agreement with related party

The SAFE Agreement was valued based on a conversion probability of 50% based on historical SAFE agreements and a 50% discount rate at the time of conversion as of September 28, 2025, and December 29, 2024.

~~Financial~~The reconciliation of liabilities ~~not~~by ~~measured~~class atand categorized within Level 3 under the fair value onhierarchy ais ~~recurring~~as ~~basis~~follows for the thirteen week periods ended March 29, 2026 and March 30, 2025 (in thousands):

The July 2024 Notes, the September 2024 Notes, the July 2025 Note, and the September 2025 Notes were fair valued using a binomial lattice model, which includes Level 3, unobservable inputs. The key inputs used are consistent with those used to fair value the derivative liabilities as discussed under Derivative Liabilities above. The following table sets forth the Company’s financial liabilities that were not measured at fair value, on a non-recurring basis (in thousands):

				Thirteen Weeks Ended March 29, 2026
	Derivative liabilities			Convertible debt at fair value		Forward purchase agreements		SAFE Agreements		Warrant liabilities			Deferred Consideration Shares			Total
Balance as of December 28, 2025	$	95,509		$	—	$	3,965	$	535	$	1,886		$	16,879		$	118,774
Additions		2,297			10,710		—		—		—			6,331			19,338
Conversions		(1,883	)		—		—		—		—			—			(1,883	)
Net (gain) loss recognized within Other non-operating income, net in the consolidated statement of operations		(26,608	)		320		1,142		44		(210	)		(2,943	)		(28,255	)
Balance as of March 29, 2026	$	69,315		$	11,030	$	5,107	$	579	$	1,676		$	20,267		$	107,974

	As of September 28, 2025
	Thirteen Weeks Ended March 30, 2025
				Fair value
	Derivative liabilities			Forward purchase agreements			SAFE Agreements		Warrant liabilities		Total
	Carrying value			Estimated fair value			Level 1		Level 2		Level 3			Total
Balance as of December 29, 2024	$	97,122		$	3,494		$	384	$	699	$	101,699
Financial Liabilities
Additions		—			—			—		—		—
July 2024 Notes	$	36,998		$	34,187		$	—	$	—	$	34,187		$	34,187
Conversions		—			—			—		—		—
July 2024 Notes – related parties		8,155			22,042			—		—		22,042			22,042
Net (gain) loss recognized within Other non-operating income, net in the consolidated statement of operations		(15,127	)		(268	)		20		488		(14,887	)
September 2024 Notes		15,750			78,563			—		—		78,563			78,563
Balance as of March 30, 2025	$	81,995		$	3,226		$	404	$	1,187	$	86,812
September 2024 Notes – related parties		1,714			8,729			—		—		8,729			8,729
July 2025 Note – related party		1,373			6,250			—		—		6,250			6,250
September 2025 Notes		4,218			25,090			—		—		25,090			25,090
Total	$	68,208		$	174,861		$	—	$	—	$	174,861		$	174,861

	As of December 29, 2024
			Fair value
	Carrying value		Estimated fair value		Level 1		Level 2		Level 3		Total
Financial Liabilities
July 2024 Notes	$	17,965	$	21,390	$	—	$	—	$	21,390	$	21,390
July 2024 Notes - related parties		24,632		33,323		—		—		33,323		33,323
September 2024 Notes		5,636		77,245		—		—		77,245		77,245
September 2024 Notes - related parties		476		8,583		—		—		8,583		8,583
Total	$	48,709	$	140,541	$	—	$	—	$	140,541	$	140,541

Subsequent to issuance, changes in the fair value of the derivative liabilities, liability classified warrants, forward purchase agreements and SAFEs are recorded within Other non-operating income, net in the Company’s unaudited condensed consolidated statements of operations and comprehensive income.

~~(5)~~Derivative ~~Other~~liabilities ~~Intangible Assets~~

The Company’s ~~other~~recognized ~~intangible~~derivative ~~assets~~liabilities ~~were~~arising ~~acquired~~from the conversion features of its senior unsecured convertible notes issued (refer to Note 9 – Borrowings and Derivative Liabilities). Derivative liabilities are measured at fair value in ~~connection~~accordance with ASC 820, Fair Value Measurement. The fair value of each respective derivative liability is measured using a Monte Carlo simulation that incorporates a binomial lattice model. Significant inputs to the ~~SunPower~~binomial ~~Acquisition~~lattice model include the terms of the senior unsecured convertible notes (including the interest rate, conversion rate and ~~Sunder~~conversion ~~acquisition~~price), ~~transactions~~the underlying price of the Company’s common stock, risk-free rate and volatility. Certain of these inputs are unobservable. Thus, these derivative liabilities are classified within Level 3 of the fair value hierarchy. The ~~following~~binomial ~~table~~lattice ~~represents~~model produces an estimated fair value based on changes in the price of the underlying shares of the Company’s ~~other~~common ~~intangible~~stock ~~assets~~over ~~with~~successive ~~finite~~periods ~~useful~~of ~~lives~~time. asAs a result of ~~September~~these 28interrelationships and inherent unobservable assumptions, ~~2025~~the fair value of a derivative liability is subject to significant measurement uncertainty, and ~~December~~alternative reasonable assumptions could have produced materially different results as of March 29, ~~2024~~2026 ~~(in~~and ~~thousands):~~December 28, 2025.

As of September 28, 2025	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Customer related intangible	$	9,279	$	—		$	9,279
Trademark – Blue Raven Solar (1)		7,094		(840	)		6,254
Trademark – SunPower (1)		4,300		(520	)		3,780
Trademark – Sunder		2,427		—			2,427
Developed technology (1)		4,500		(1,500	)		3,000
Developed technology – Sunder		14,216		—			14,216
Total	$	41,816	$	(2,860	)	$	38,956

As of December 29, 2024	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Trademark – Blue Raven Solar (1)	$	8,400	$	(210	)	$	8,190
Trademark – SunPower (1)		5,200		(130	)		5,070
Developed technology (1)		4,500		(375	)		4,125
Total	$	18,100	$	(715	)	$	17,385

(1) The gross carrying amounts as of September 28, 2025 reflect the final allocation of the purchase consideration in connection with the SunPower Acquisition. The gross carrying amounts as of December 29, 2024 were provisional amounts.

Aggregate amortization expense of intangible assets was $0.7 million and $2.1 million for the thirteen and thirty-nine week periods ended September 28, 2025, respectively. Amortization expense was zero in each of the thirteen and thirty-nine week periods ended September 29, 2024. Amortization expense is recognized within general and administrative expenses in the accompany unaudited condensed consolidated statements of operations and comprehensive loss.

~~(6)~~The ~~Accrued~~assumptions ~~Expenses~~used ~~and~~to ~~Other~~value ~~Current~~the ~~Liabilities~~derivative liabilities as of March 29, 2026 were as follows:

Accrued expenses and other current liabilities consist of the following (in thousands):

	12.0% Senior Unsecured Convertible Notes												7.0% Senior Unsecured Convertible Notes
	July 2024 Notes⁽¹⁾			July 2025 Note			November 2025 Note			January 2026 Note			September 2024 Notes⁽¹⁾			September 2025 Notes⁽¹⁾
Coupon rate		12.0	%		12.0	%		12.0	%	$	12.0	%		7.0	%		7.0	%
Initial conversion rate		595.24			558.66			626.96			540.54			467.84			467.84
Initial conversion price	$	1.68		$	1.79		$	1.60		$	1.85		$	2.14		$	2.14
Common stock price	$	1.25		$	1.25		$	1.25		$	1.25		$	1.25		$	1.25
Risk-free interest rate		4.00	%		4.00	%		3.96	%		4.00	%		3.96	%		3.96	%
Volatility		88.1	%		88.8	%		87.5	%		89.2	%		90.7	%		90.7	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

	As of
	September 28,		December 29,
	2025		2024
Accrued compensation and benefits	$	5,983	$	6,619
Professional fees		3,819		8,028
Installation costs		15,097		6,177
Accrued legal settlements		9,153		7,700
Accrued taxes		769		769
Accrued rebates and credits		5,769		7,641
Operating lease liabilities, current		1,689		1,412
Finance lease liabilities, current		1,924		2,053
Accrued warranty, current		1,229		2,531
Accrued interest (1)		3,640		4,523
Deferred consideration		5,700		—
Other accrued liabilities		4,499		8,628
Total accrued expenses and other current liabilities	$	59,271	$	56,081

The assumptions used to value the derivative liabilities as of December 28, 2025 were as follows:

(1) Includes related party accrued interest of $1.2 million and $2.2 million as of September 28, 2025 and December 29, 2024, respectively.

	12.0% Senior Unsecured Convertible Notes									7.0% Senior Unsecured Convertible Notes
	July 2024 Notes⁽¹⁾			July 2025 Note			November 2025 Note			September 2024 Notes⁽¹⁾			September 2025 Notes⁽¹⁾
Coupon rate		12.0	%		12.0	%		12.0	%		7.0	%		7.0	%
Initial conversion rate		595.24			558.66			626.96			467.84			467.84
Initial conversion price	$	1.68		$	1.79		$	1.60		$	2.14		$	2.14
Common stock price	$	1.62		$	1.62		$	1.62		$	1.62		$	1.62
Risk-free interest rate		3.6	%		3.6	%		3.6	%		3.58	%		3.58	%
Volatility		82.2	%		83.2	%		81.3	%		85.6	%		85.6	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

(71) ~~Other~~ ~~Expense,~~The ~~Net~~conversion option is derived based upon the above assumptions plus a make-whole provision which is based upon changes in the Company’s stock price and the conversion date.

~~Other~~$1.9 ~~expense,~~Million ~~net~~Note ~~consists~~and ofMarch ~~the~~2026 ~~following~~Bridge ~~(in thousands):~~Note

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
Loss on issuance of derivative liabilities(1)	$	—		$	(24,688	)	$	—		$	(24,688	)
Change in fair value of derivative liabilities(2)		(2,034	)		(37,875	)		1,639			(37,875	)
Change in fair value of forward purchase agreement liabilities(3)		(2,420	)		7,728			(807	)		4,906
Change in fair value of SAFE Agreement with related party		(79	)		(900	)		(113	)		(900	)
Change in fair value of FACT public, private placement and working capital warrants		(78	)		(6,052	)		(3,122	)		(6,295	)
Change in fair value of Carlyle Warrants with related party		—			—			—			2,869
Change in fair value of redeemable convertible preferred stock warrant liability		—			—			—			1,310
Loss on conversion of SAFE Agreements to common stock with related party		—			—			—			(1,250	)
Other financing costs		—			(3,812	)		—			(3,812	)
Other, net(4)		355			(85	)		679			(499	)
Total Other Expense, net	$	(4,256	)	$	(65,684	)	$	(1,724	)	$	(66,234	)

The Company elected the fair value option under ASC 825 for the $1.9 Million Note (as defined in Note 9 – Borrowings and Derivative Liabilities) issued on January 27, 2026 in connection with the Standby Equity Purchase Agreement (as defined in Note 9 – Borrowings and Derivative Liabilities) and the March 2026 Bridge Note (as defined in Note 9 – Borrowings and Derivative Liabilities) issued on March 6, 2026. The $1.9 Million Note and March 2026 Bridge Note were measured at fair value on a recurring basis and classified as a Level 3 liability due to the use of significant unobservable inputs.

~~(1)~~The Company ~~Includes~~estimated ~~$3.0~~the ~~million~~fair value of ~~related~~each ~~party~~obligation ~~expense~~using ina ~~each~~Monte Carlo simulation model, which captures the economic characteristics of the ~~thirteen~~instrument, including its variable conversion price feature that is dependent on future market prices of the Company’s common stock. The Company utilized a “Bond plus Option” approach, where the value of upside plus amortization was determined in a simulation and ~~thirty-nine~~the ~~week~~value ~~periods~~related ~~ended~~to ~~September~~principal 29repayment was calculated as a single payment of principal at maturity. The Company simulated its stock price from the valuation date to maturity date, ~~2024~~at a daily step.

With respect to the $1.9 Million Note, on each of the simulated paths, the Company (i) tested for an amortization trigger as applicable; and (ii) assumed that the maturity date will not be extended. Once the payoffs for all simulation paths were determined according to above, they were discounted back to the valuation date at the risk-free rate in case the $1.9 Million Note would be converted and at credit risk-adjusted rate otherwise.

~~(2)~~With respect ~~Includes~~to athe ~~loss~~March of2026 ~~$0.3~~Bridge ~~million~~Note, ~~and~~on aeach ~~gain~~ of ~~$1.8~~the ~~million~~simulated ~~due~~paths, tothe ~~related~~Company ~~parties~~determined in the ~~thirteen~~maximum ~~and~~payoff ~~thirty-nine~~on ~~week~~each ~~periods~~installment date ~~ended~~based ~~September~~on ~~28,~~conversion ~~2025, respectively~~price. ~~Includes~~Once athe ~~loss~~payoffs offor ~~$22.8~~all ~~million~~simulation ~~due~~paths were determined according to ~~related~~above, ~~parties~~they inwere ~~each~~discounted ofback to the ~~thirteen~~valuation ~~and~~date ~~thirty-nine~~at ~~week~~the ~~periods~~risk-free ~~ended~~rate ~~September~~in ~~29,~~case ~~2024.~~the ~~Refer~~March to2026 Bridge Note 9would –be ~~Borrowings~~converted and ~~Derivative~~at ~~Liabilities~~credit ~~for~~risk-adjusted ~~details~~rate otherwise.

~~(3)~~The fair ~~Includes~~value aof ~~gain~~these ofobligations ~~zero~~was ~~and~~each $0calculated as the average present value across all simulation paths plus present value of debt component.1 ~~million~~The ~~due~~model towas ~~related~~calibrated ~~parties~~to ~~for~~transaction ~~the~~proceeds ~~thirteen~~by ~~and~~varying ~~thirty~~credit risk-~~nine~~adjusted ~~week~~rate ~~periods~~in ~~ended~~the ~~September~~model. ~~28,~~The ~~2025,~~change ~~respectively.~~in ~~Includes~~yields abetween the ~~gain~~valuation ~~from~~dates ~~related~~was ~~parties~~applied ofto ~~$2.8~~the ~~million~~credit ~~and~~risk-adjusted $1rate to account for market changes.8 ~~million~~Thus, ~~due~~these toobligations ~~related~~are ~~parties~~classified within inLevel 3 of the ~~thirteen~~fair ~~and~~value ~~thirty-nine~~hierarchy ~~week~~as ~~periods~~the ~~ended~~fair ~~September~~values ~~29,~~are ~~2024,~~based ~~respectively~~upon unobservable inputs.

~~(4)~~The key ~~Includes~~inputs ~~zero~~for ~~and~~the ~~$0.1~~simulation ~~million~~include ofstock ~~income~~price, ~~due~~simulation toperiod ~~related~~and ~~parties~~volatility inof the ~~thirteen~~Company’s common stock and ~~thirty-nine~~were ~~week~~as ~~periods~~follows as ~~ended~~of ~~September~~March 2829, ~~2025, respectively.~~2026:

(8) Capital Stock

	$1.9 Million Note			March 2026 Bridge Note
VWAP stock price	$	1.24		$	1.24
Simulation period		0.83 years			0.94 years
Risk-free rate		3.76	%		3.77	%
Volatility		81.4	%		83.3	%
Credit risk-adjusted rate		41.4	%		73.4	%

The ~~Company~~fair ~~has~~value ~~authorized~~measurement ~~the~~reflects ~~issuance~~a probability-weighted assessment of 1settlement outcomes,~~000,000,000~~ ~~shares~~including ofconversion ~~common~~into ~~stock~~equity versus cash repayment scenarios, and 10captures the optionality inherent in the instrument. Changes in these assumptions,~~000~~ particularly stock price volatility,~~000~~ ~~shares~~credit ofspread, ~~preferred~~and ~~stock~~the aslikelihood of ~~September 28~~conversion, ~~2025.~~can Noresult ~~preferred~~in ~~stock~~significant ~~has~~fluctuations ~~been~~in ~~issued~~the ~~and~~estimated ~~none~~fair value. Changes in fair value are ~~outstanding~~recognized asin operating results within “Other non-operating income, net,” in the Company’s unaudited condensed consolidated statements of ~~September~~operations 28and comprehensive income, ~~2025~~and no separate interest expense is recorded, as the fair value measurement incorporates the economic cost of the financing.

~~Common~~Public ~~stock purchase agreement~~warrants

OnThe ~~July~~public ~~16,~~warrants ~~2024,~~are ~~the~~measured ~~Company~~at ~~entered~~fair ~~into~~value ~~a common stock purchase agreement with White Lion Capital, LLC (“White Lion”), as amended~~ on ~~July 24, 2024 (“White Lion SPA”), and~~ a ~~related~~recurring ~~registration rights agreement for an equity line of credit financing facility~~basis. ~~Pursuant~~The topublic ~~the~~warrants ~~White~~were ~~Lion~~valued ~~SPA,~~based ~~the~~on ~~Company has~~ the ~~right,~~closing ~~but not the obligation, to require White Lion to purchase, from time to time, up to $30 million in aggregate gross purchase~~ price of ~~newly issued shares of~~ the ~~Company’s common stock, subject~~publicly totraded ~~the~~instrument ~~caps~~ and ~~certain~~therefore ~~limitations~~are ~~and~~considered ~~conditions~~a ~~set~~Level ~~forth~~1 ininstrument ~~the White Lion SPA, including terms that restrict the ability of the Company to issue shares of common stock to White Lion that would result~~ in ~~White Lion beneficially owning more than 9.99% of~~ the ~~Company’s outstanding~~fair ~~common~~value ~~stock~~hierarchy.

OnPrivate ~~August~~placement 14, 2024, the Company entered into Amendment No. 2 to the White Lion SPA (collectively with the White Lion SPA “White Lion Amended SPA”). The White Lion Amended SPA provides that the Company may notify White Lion to exercise the Company’s right to sell shares of its common stock by delivering an Hour Rapid Purchase Notice. If the Company delivers an Hour Rapid Purchase Notice, the Company shall deliver to White Lion shares of common stock not to exceed the lesser of (i) five percent of the Average Daily Trading Volume on the date of an Hour Rapid Purchase Notice and ~~(ii)~~working ~~100,000~~capital shares of common stock. The closing of the transactions under an Hour Rapid Purchase Notice will occur one Business Day following the date on which the Hour Rapid Purchase Notice is delivered. At such closing, White Lion will pay the Company the Hour Rapid Purchase Investment Amount equal to the number of shares of common stock subject to the applicable Hour Rapid Purchase Notice multiplied by the lowest traded price of the Company’s common stock during the one-hour period following White Lion’s consent to the acceptance of the applicable Hour Rapid Purchase Notice.warrants

~~Under~~The ~~the White Lion Amended SPA, the~~ Company ~~issued~~valued ~~1.0 million and 2.9 million shares of~~ the ~~Company’s~~private ~~common~~placement ~~stock for proceeds of $1.7 million~~ and ~~$6.7~~working ~~million~~capital inwarrants, based ~~the~~on ~~thirty-nine~~a ~~week~~binomial ~~period~~lattice ~~ended September 28~~model, ~~2025~~which ~~and~~included ~~fiscal~~the ~~year ended December 29, 2024, respectively.~~following inputs:

	As of
	March 29,			December 28,
	2026			2025
Expected term		2.31 years			2.56 years
Stock price	$	1.25		$	1.62
Exercise price	$	11.50		$	11.50
Expected volatility		268.3	%		179.0	%
Risk-free rate		3.90	%		3.50	%
Expected dividend yield		0.00	%		0.00	%

The expected term is the time period to the expiration date of the warrants. The risk-free rate is interpolated from the U.S. Constant Maturity Treasury curve for a term matching the corresponding remaining life. Volatility was calibrated based on the public warrants closing price as of the valuation date. As the private and working capital warrants have terms nearly identical to the publicly traded warrants, the volatility was calibrated until the model price equaled the public warrants closing price. These inherent unobservable assumptions are subject to significant measurement uncertainty, and alternative reasonable assumptions could have produced materially different results as of March 29, 2026 and December 28, 2025. Thus, the private placement and working capital warrant liabilities are classified within Level 3 of the fair value hierarchy.

~~The~~Forward ~~Company~~purchase ~~has~~agreement ~~reserved~~(“FPA”) ~~shares of common stock for issuance related to the following:~~liabilities

	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

FPAs are measured at fair value on a recurring basis using a Monte Carlo simulation analysis based upon the following inputs:

Warrants

	As of
	March 29,			December 28,
	2026			2025
VWAP stock price	$	1.24		$	1.66
Simulation period		0.30 years			0.55 years
Risk-free rate		3.73	%		3.57	%
Volatility		58.0	%		77.3	%

The volume-weighted ~~potential~~average ~~number~~price of(“VWAP”) ~~shares~~reflects ofmanagement’s judgment regarding expected future trading activity and price behavior as an active forward market does not exist for the Company’s common stock. ~~for~~Reasonably ~~outstanding~~possible ~~warrants~~alternative ~~were~~VWAP outcomes at the reporting date could have resulted in a materially different fair value. The risk-free rate is derived from the applicable tenor of the U.S. Treasury yield curve. Changes in the risk-free rate would alter the present value of the simulated settlement amounts and could significantly impact the fair value estimate. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the simulation period. Because expected volatility drives the dispersion of simulated price paths, reasonably higher or lower volatility assumptions could materially increase or decrease the estimated fair value. These inputs are interrelated, and changes in one may affect the others. As a result of these interrelationships and inherent unobservable assumptions, the fair value of FPAs is subject to significant measurement uncertainty, and alternative reasonable assumptions could have produced materially different results as ~~follows:~~of March 29, 2026 and December 28, 2025. Thus, FPAs are classified within Level 3 of the fair value hierarchy.

	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

SAFE agreement with related party

~~(1)~~The Company measured the fair value of its SAFE using a valuation technique that incorporates significant unobservable inputs and is therefore classified within Level 3 of the fair value hierarchy. The ~~warrants~~fair ~~expire~~value ~~five~~of ~~years~~the ~~after~~SAFE is subject to estimation uncertainty because it depends on management’s judgments about future events that are not directly observable in active markets. Management assigned a 50% probability that the ~~Closing~~SAFE ~~date~~will convert into shares of the ~~Mergers,~~Company’s ~~which~~stock ~~date~~in ~~was~~connection ~~July~~with ~~18,~~a ~~2023,~~qualifying financing or ~~earlier~~other ~~upon~~specified ~~redemption~~event. If the SAFE does not convert, management expects cash repayment in fiscal 2026 or ~~liquidation~~fiscal 2027, with a 50% probability assigned to each repayment year.

The SAFE valuation also considers assumptions such as discount rates implied by the Company’s convertible notes as of the valuation date, the timing and likelihood of financing or liquidity events, and, for the conversion path, the expected equity valuation and any applicable conversion economics (e.g., discounts or valuation caps). Settlement of the SAFE is contingent on future financing or liquidity events and the Company’s funding plans. Accordingly, the measurement requires judgment about the likelihood and timing of conversion versus repayment and, where relevant, assumptions about the Company’s equity value at conversion. Because these factors are not directly observable, reasonably possible alternative assumptions at the reporting date could produce a materially different fair value. Increasing the probability of conversion would generally increase the fair value if the conversion terms imply a beneficial outcome to the holder relative to repayment; decreasing that probability would place more weight on the repayment scenarios and could increase or decrease the fair value depending on the applicable discount rate and timing of cash flows. Within the non-conversion path, shifting probability weight toward repayment in fiscal year 2026 would generally increase fair value (lower discounting), while shifting weight toward fiscal 2027 would generally decrease fair value (greater discounting), holding other inputs constant. A higher discount rate would decrease the present value of expected cash flows (and thus fair value), while a lower rate would increase fair value. Higher expected equity values or more favorable conversion economics would increase the fair value under the conversion path; lower expected equity values or less favorable terms would decrease it. These inputs are interrelated and unobservable. Because the valuation depends on significant unobservable inputs—including a 50% probability of conversion to equity and an even allocation between fiscal years 2026 and 2027 of repayment if conversion does not occur—there is significant measurement uncertainty, and alternative reasonable assumptions at the reporting date could have resulted in a materially different fair value of the SAFE liability as of March 29, 2026 and December 28, 2025. Thus, the SAFE liability is classified within Level 3 of the fair value hierarchy.

~~Ayna~~Deferred ~~warrant~~Ambia Consideration Shares

OnThe ~~June~~Deferred ~~17,~~Ambia ~~2024,~~consideration ais ~~warrant~~classified towithin ~~purchase~~Level ~~6,000,000~~3 ~~shares~~ of the Company’s common stock (“Ayna Warrant”) was issued to Ayna.AI LLC (“Ayna”) at an exercise price per share of $0.01, subject to the provisions and upon the terms and conditions set forth in the Ayna Warrant. At issuance, the fair value ~~of the Ayna Warrant was determined to be $9~~hierarchy.2 million, based on the intrinsic value of the Ayna Warrant and the $0.01 per share exercise price. The Ayna Warrant was set to expire on June 17, 2029. The issuance of the Ayna Warrant by the Company was in satisfaction of the compensation for services provided to the Company by Ayna under the terms of a statement of work (“Ayna SOW”), signed May 21, 2024 (and effective as of March 12, 2024), as incorporated into a master services agreement dated March 12, 2024. Under the Ayna SOW, Ayna provided services in connection with the anticipated return of the Company to cash-flow positive performance.

The ~~Ayna~~Company ~~Warrant~~estimated ~~was~~the ~~accounted~~fair ~~for~~value ~~under~~of ~~ASC~~the ~~718~~deferred ~~Compensation~~consideration shares using a Turnbull–Wakeman ~~Stock~~closed-form ~~Compensation~~approximation for arithmetic average-rate options, with Black-Scholes values used as itan ~~met~~upper ~~the~~bound. ~~conditions~~The ~~for~~valuation ~~equity~~as ~~classification~~of March 29, 2026, was based on a stock price of $1.25 and ~~therefore~~key assumptions including expected volatility of approximately 52% to 72%, ~~the~~risk-free ~~Ayna~~rates ~~Warrant~~of ~~was~~approximately ~~not~~3.74% ~~subsequently~~to ~~remeasured~~3.76%, zero individend ~~future~~yield, and defined averaging periods over the contractual terms. The ~~Company~~resulting ~~recognized~~fair ~~expense~~values reflect per-unit option values of approximately $30.826 to $0.38 corresponding to total estimated value of $13.9 million. ~~and~~The fair value of the deferred consideration shares as of December 28, 2025 of $516.49 million inwas estimated using the ~~thirteen~~Company’s ~~and~~closing ~~thirty-nine~~share ~~week~~price ~~periods~~for ~~ended~~its ~~September~~common ~~29,~~stock ~~2024,~~of ~~respectively~~$1.61 at the Ambia Closing.

The ~~Ayna~~actual ~~Warrant~~number ~~became~~of ~~fully~~Deferred ~~exercisable~~Ambia ~~for~~Consideration Shares issuable by the ~~6,000,000~~Company ~~shares~~on the six- and 12-month anniversaries of the Ambia Closing was determined based on the 20-day trailing volume-weighted average price of the Company’s common stock after market close on ~~September~~the business 9,day ~~2024.~~immediately ~~The~~prior ~~Ayna~~to ~~Warrant was~~the ~~exercised~~issuance indate ~~full~~of the applicable shares (the “VWAP Value”); provided that the VWAP Value for ~~cash~~the calculation of the actual number of Deferred Ambia Consideration Shares issuable by the Company will not be more than $02.068102 per ~~million~~share or less than $1.4988 per share. Additionally, the number of Deferred Ambia Consideration Shares issuable by the Company is subject to adjustment pursuant to customary working capital and balance sheet adjustment terms and subject to offset for certain indemnifiable damages in ~~January~~accordance ~~2025~~with the Ambia MIPA.

~~Cantor~~Financial ~~warrant~~liabilities not measured at fair value on a recurring basis:

InThe ~~July 2024, the~~ Company ~~issued a warrant (“Cantor Warrant”) to a third-party service provider to purchase 3,066,141 shares of the Company~~’s ~~common~~senior ~~stock~~unsecured inconvertible ~~exchange~~notes ~~for~~were ~~services~~fair ~~provided~~valued inusing ~~the~~a ~~issuance~~binomial oflattice ~~the~~model, ~~July~~which ~~2024~~includes ~~Notes~~Level ~~(refer~~3, ~~to Note 9 –~~unobservable ~~Borrowings and Derivative Liabilities)~~inputs. The ~~Cantor~~key ~~Warrant~~inputs ~~was~~used ~~immediately~~are ~~exercisable~~consistent atwith athose ~~price~~used ofto ~~$1.68 per share and has an expiration date in July 2029. At issuance, the~~ fair value of the ~~Cantor~~derivative ~~Warrant~~liabilities ~~was determined to be $1.4 million, of which $0.9 million was recorded~~ as adiscussed ~~debt~~under ~~discount and $0.5 million was attributable to the convertible notes issued in the Exchange Agreement (as defined in Note 9 – Borrowings and~~ Derivative Liabilities) ~~and~~above. ~~reduced~~The ~~the~~following ~~gain~~tables onset ~~the~~forth ~~troubled debt restructuring recognized in~~ the Company’s ~~annual~~financial ~~consolidated~~liabilities ~~statement~~that ofare ~~operations~~not ~~and~~measured ~~comprehensive~~at ~~loss for fiscal 2024 as described in Note 9 – Borrowings and Derivative Liabilities. The~~ fair value ~~of the Cantor Warrant was derived using the Black-Scholes model with the following assumptions: expected volatility of 55%; risk-free interest rate of 4.2%; expected term of 5 years;~~ and ~~no dividend yield. The fair value~~ ofare ~~this~~considered ~~warrant~~a ~~was~~Level ~~recorded~~3 ~~within~~instrument ~~additional paid-~~in ~~capital on~~ the ~~Company’s~~fair ~~unaudited~~value ~~condensed~~hierarchy ~~consolidated balance sheets and has not been subsequently remeasured~~ (in ~~future periods as it met the conditions for equity classification.~~thousands):

Carlyle warrant

	As of March 29, 2026
	Principal amount ⁽¹⁾		Unamortized debt discount and debt issuance costs			Net carrying amount excluding capitalized interest ⁽¹⁾		Fair value
12.0% senior unsecured convertible notes
July 2024 Notes	$	27,973	$	(5,655	)	$	22,318	$	26,724
July 2024 Notes – related parties		18,000		(10,054	)		7,946		17,086
Subtotal July 2024 Notes		45,973		(15,709	)		30,264		43,810
July 2025 Note – related party		5,000		(3,481	)		1,519		4,494
November 2025 Note – related party		2,000		(1,483	)		517		1,971
January 2026 Note – related party		3,300		(2,262	)		1,038		2,955

7.0% senior unsecured convertible notes
September 2024 Notes		53,793		(37,851	)		15,942		45,830
September 2024 Notes – related parties		8,750		(5,946	)		2,804		7,461
Subtotal September 2024 Notes		62,543		(43,797	)		18,746		53,291
September 2025 Notes		22,000		(18,425	)		3,575		18,793
Total	$	140,816	$	(85,157	)	$	55,659	$	125,314

In February 2022, as part of a debt financing arrangement with Carlyle , the Company issued Carlyle a warrant to purchase 2,886,952 shares of Legacy Complete Solaria Common Stock at a price per share of $0.01. The warrant contained two tranches, the first of which was immediately exercisable for 1,995,879 shares of common stock. The second tranche expired on December 31, 2022, prior to becoming exercisable. In December 2023, Carlyle was issued a warrant to purchase an additional 2,190,604 shares of the Company’s common stock related to an anti-dilution provision under the then-existing debt arrangement with Carlyle.

In July 2023, and in connection with the closing of the Mergers, the Company entered into the Carlyle Warrant Amendment (as defined in Note 9 – Borrowings and Derivative Liabilities), Based on the exchange ratio included in the Mergers, the 1,995,879 outstanding warrants to purchase Legacy Complete Solaria Common Stock prior to modification were exchanged into warrants to purchase 1,995,879 shares of Complete Solaria Common Stock. The Carlyle Warrant Amendment required the Company to issue to Carlyle a warrant to purchase up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $0.01, which was inclusive of the outstanding warrant to purchase 1,995,879 shares at the time of modification. The warrant, which expires on July 18, 2030, provided Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that was ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that was thirty (30) days after the date of the agreement, if the original investment amount had not been repaid, an additional 150,000 shares; plus (d) on and after the date that was ninety (90) days after the date of the agreement, if the original investment amount had not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. The modification of the warrant resulted in the reclassification of previously equity-classified warrants to liability classification, which was accounted for in accordance with ASC 815 Derivatives and Hedging and ASC 718, Compensation – Stock Compensation.

The change in the fair value of the liability classified Carlyle Warrant through June 30, 2024, was recorded within Other expense, net in the accompanying condensed consolidated statements of operations and comprehensive loss. The change in the fair value of the Carlyle Warrant resulted in income of $2.9 million in the twenty-six week period ended June 30, 2024.

	As of December 28, 2025
	Principal amount ⁽¹⁾		Unamortized debt discount and debt issuance costs			Net carrying amount excluding capitalized interest ⁽¹⁾		Fair value
12.0% senior unsecured convertible notes
July 2024 Notes	$	27,973	$	(5,832	)	$	22,141	$	33,165
July 2024 Notes – related parties		18,000		(10,369	)		7,631		21,204
Subtotal July 2024 Notes		45,973		(16,201	)		29,772		54,369
July 2025 Note – related party		5,000		(3,557	)		1,443		5,641
November 2025 Note – related party		2,000		(1,509	)		491		2,360

7.0% senior unsecured convertible notes
September 2024 Notes		56,543		(42,211	)		14,332		59,425
September 2024 Notes – related parties		8,750		(6,404	)		2,346		8,880
Subtotal September 2024 Notes		65,293		(48,615	)		16,678		68,305
September 2025 Notes		22,000		(18,646	)		3,354		24,227
Total	$	140,266	$	(88,528	)	$	51,738	$	154,902

~~On July~~ (1,) ~~2024,~~Excludes incapitalized ~~connection~~interest ~~with~~(coupon ~~the Exchange Agreement~~interest, ~~the~~default ~~Carlyle~~interest ~~Warrant was modified,~~ and ~~the~~failure modification fixed the number of shares of the Company’s common stock that may be issued upon exercise of the Carlyle Warrant at 4,936,483. At the July 1, 2024, modification date, the Carlyle Warrant had a fair value of $7.3 million compared to ~~its~~file ~~fair~~interest) ~~value~~ of $69.6 million onand ~~June 30, 2024. The Company recognized this~~ $010.78 million ofas ~~expense related to the remeasurement~~ of ~~the~~March ~~Carlyle~~29, ~~Warrant~~2026, ~~liability to its fair value within “Gain on Extinguishment of Debt” within the Company’s consolidated statement of operations~~ and ~~comprehensive~~December ~~loss~~28, in2025, ~~its fiscal 2024 consolidated results. The modification of the Carlyle Warrant also resulted in the reclassification of the Carlyle Warrant from liability to equity classification~~respectively, ~~resulting~~included in ~~an increase to additional paid-in capital of $7.3 million and a reduction in~~ the ~~warrant~~July ~~liability~~2024 ~~of $7~~Notes.~~3 million.~~

~~Carlyle~~(6) ~~exercised~~Supplemental ~~the~~Balance ~~warrant~~Sheet ~~for shares of the Company’s common stock in the fourth quarter of fiscal 2024.~~Information

~~(9)~~Prepaid ~~Borrowings~~Expenses and ~~Derivative~~Other ~~Liabilities~~Current Assets

~~The~~Prepaid ~~Company’s~~expenses ~~borrowings~~ and ~~derivative~~other ~~liabilities~~current assets consist of the following (in thousands):

	As of
	September 28,			December 29,
	March 29,			December 28,
	2025			2024
	2026			2025
12.0% senior unsecured convertible notes
Costs to obtain contracts and costs to fulfill contracts (1)	$	17,161		$	7,361
July 2024 Notes	$	36,998		$	17,965
Other		10,691			9,552
July 2024 Notes derivative liability		21,664			13,563
Total prepaid expenses and other current assets	$	27,852		$	16,913
July 2024 Notes – related parties		8,155			24,632
July 2024 derivative liability – related parties		13,940			21,127
July 2025 Note – related party		1,373			—
July 2025 Note – derivative liability – related party		3,468			—
7.0% senior unsecured convertible notes
September 2024 Notes		15,750			5,636
September 2024 Notes derivative liability		53,301			55,474
September 2024 Notes – related party		1,714			476
September 2024 Notes – derivative liability – related party		5,922			6,958
September 2025 Notes		4,218			—
September 2025 Notes derivative liability		16,274			—
Note payable to Seller – related party		20,000			—
Loan with related party		1,500			1,500
Total notes payable		204,277			147,331
Less current portion		(21,500	)		(1,500	)
Notes payable and convertible notes, net of current portion	$	182,777		$	145,831
As classified in the unaudited condensed consolidated balance sheets
Notes payable to related parties		21,500			1,500
Notes payable and derivative liabilities		148,205			92,638
Notes payable and derivative liabilities with related parties, net of current portion		34,572			53,193
Total notes payable	$	204,277		$	147,331

⁽¹⁾	Costs to obtain contracts and costs to fulfill contracts with customers are recognized within sales commissions and cost of revenues, respectively, when the related revenue is recognized.

~~12.0%~~Accrued ~~senior~~Expenses ~~unsecured~~and ~~convertible~~Other ~~notes~~Current Liabilities

~~July~~Accrued ~~2024~~expenses ~~Notes~~and other current liabilities consist of the following (in thousands):

In July 2024, the Company issued $46.0 million of senior unsecured convertible notes (“July 2024 Notes”) to various lenders. Of the July 2024 Notes, $10.0 million were issued to a third party, $18.0 million were issued to a related party affiliated with the Company’s Chief Executive Officer and a director, Rodgers Revocable Trust, and $18.0 million were issued in exchange for the cancellation of indebtedness as discussed below of which $10.0 million were issued to Carlyle which was also deemed to be a related party at the date of the exchange. During the thirteen week period ended June 29, 2025, Carlyle was no longer deemed a related party to the Company. Refer to Note 2 (h) – Summary of Significant Accounting Policies – “Changes in related parties” for details. The July 2024 Notes bear interest at 12.0% per annum, and the principal is payable in full at maturity on July 1, 2029. The interest is payable in cash on January 1 and July 1 of each year, beginning on July 1, 2025. The interest rate increases by 3% in the event of default. The July 2024 Notes are convertible into shares of the Company’s common stock at the option of the holder at a conversion rate of $1.68 per share. Holders of the July 2024 Notes may convert at any time. The July 2024 Notes may be declared due and payable at the option of the holder upon an event of default and upon a qualifying change of control event. The conversion option was required to be bifurcated as a derivative liability, and the Company recorded an initial derivative liability of $28.7 million on the issuance date with a corresponding debt discount.

	As of
	March 29,		December 28,
	2026		2025
Accrued compensation and benefits	$	14,746	$	7,202
Income taxes payable		278		278
Professional fees		70		70
Accrued legal settlements		9,500		9,500
Accrued rebates and credits		6,269		7,564
Deferred financing fees		4,868		4,868
Investor financing deposits with related parties		5,392		2,000
Accrued interest ⁽¹⁾		4,093		6,301
Other		24,790		19,194
Total accrued expenses and other current liabilities	$	70,006	$	56,977

~~In connection~~(1) ~~with~~Includes ~~the~~accrued ~~issuance~~interest ofdue ~~the July 2024 Notes, the Company issued the Cantor Warrant, as described in Note 8 – Capital Stock,~~ to ~~purchase~~related ~~shares~~parties of ~~the Company’s common stock. At issuance, the Cantor Warrant had a fair value of~~ $12.42 million, ~~of which $0.9 million was recorded as a debt discount,~~ and $02.56 million ~~was~~as ~~included in the calculation~~ of ~~the~~March ~~Company’s~~29, ~~gain~~2026 ~~on the troubled debt restructuring as further described below in the Exchange Agreement. The effective interest rate is 33.4%~~ and ~~31.7%~~December ~~on the July 2024 Notes’ principal amounts of $~~28.0, ~~million and $18.0 million~~2025, respectively.

There are no financial covenants. The July 2024 Notes are not in default. However, due to the Company’s delayed filing of its Form 10-K for the year ended December 29, 2024, the Company was required to accrue incremental interest of 0.5% beginning April 16, 2025 through April 30, 2025, the date upon which the Form 10-K was filed. Due to the Company’s delayed filing of its Form 10Q for the third quarter ended September 28, 2025 (~~“Q3 2025~~7) ~~Form~~Goodwill ~~10Q”),~~and ~~the~~Other ~~Company~~Intangible ~~was required to accrue incremental interest of 0.5% beginning November 17~~Assets, ~~2025, through December 19, 2025, the date upon which the Q3 2025 Form 10Q was filed.~~Net

~~The carrying amount of the convertible July 2024 Notes, inclusive of the fair value of the derivative liabilities was as follows (in thousands):~~Goodwill

	As of
	September 28,			December 29,
	2025			2024
July 2024 Notes	$	69,876		$	70,348
July 2024 Notes derivative liability		35,604			34,690
Less Unamortized debt discount		(24,723	)		(27,751	)
Total carrying amount of July 2024 Notes	$	80,757		$	77,287

On February 2, 2026, the Company completed the acquisition of Cobalt and assigned provisional goodwill of $9.3 million to the New Homes reportable segment.

~~Contingent~~Goodwill ~~interest~~as ~~payable~~of ~~upon~~March ~~default~~29, 2026 and ~~included~~December in28, ~~the~~2025 ~~July 2024 Notes~~ was as follows (in thousands):

	As of
	Residential Solar Installation		New Homes		Dealer		Total
	September 28,		December 29,
Balance as of December 28, 2025
	2025		2024
Goodwill	$	30,808		—	$	31,822	$	62,630
Contingent interest payable	$	2,359	$	1,255
Accumulated impairment losses		—		—		—		—
Contingent interest payable – related parties		—		1,575
Total		30,808		—		31,822		62,630
Total contingent interest payable	$	2,359	$	2,830
Measurement period adjustments		—		—		—		—
Goodwill acquired in business combinations		—		12,977		—		12,977
Balance as of March 29, 2026
Goodwill		30,808		12,977		31,822		75,607
Accumulated impairment losses		—		—		—		—
Total	$	30,808	$	12,977	$	31,822	$	75,607

~~Interest~~Intangible ~~expense~~Assets, ~~and amortization of debt discount cost were as follows (in thousands):~~Net

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
Interest expense	$	1,410	$	849	$	4,182	$	849
Amortization of debt discount		1,072		864		3,028		864
Total	$	2,482	$	1,713	$	7,210	$	1,713
Related parties’ portion of interest expense and amortization of debt discount included in the above amounts
Interest expense — related parties	$	550	$	546	$	1,932	$	546
Amortization of debt discount — related parties		421		526		1,391		526
Total — related parties	$	971	$	1,072	$	3,323	$	1,072

The following tables present intangible assets with finite useful lives as of March 29, 2026 and December 28, 2025 (in thousands):

July 2025 Note – related party

As of March 29, 2026	Gross Carrying Amount⁽¹⁾		Accumulated Amortization			Net Book Value
Customer related intangibles	$	35,100	$	(4,948	)	$	30,152
Trademarks		20,394		(2,351	)		18,043
Developed technology		5,300		(2,450	)		2,850
Lease intangible asset		771		—			771
Total	$	61,565	$	(9,749	)	$	51,816

On July 10, 2025, the Company issued a convertible promissory note (the “July 2025 Note”) to the Rodgers Revocable Trust in exchange for $5.0 million of proceeds received by the Company.

As of December 28, 2025	Gross Carrying Amount⁽¹⁾		Accumulated Amortization			Net Book Value
Customer related intangibles	$	34,000	$	(3,198	)	$	30,802
Trademarks		18,394		(1,707	)		16,687
Developed technology		5,300		(1,975	)		3,325
Total	$	57,694	$	(6,880	)	$	50,814

~~The~~Aggregate ~~July~~amortization ~~2025~~expense ~~Note~~for ~~has~~intangible aassets ~~stated~~was ~~interest~~$2.9 ~~rate~~million ofand ~~12.~~$0%.7 ~~The July~~million ~~2025~~in ~~Note~~the isthirteen aweek ~~general~~periods ~~unsecured~~ended ~~obligation~~March of29, ~~the~~2026 ~~Company~~ and ~~will~~March ~~mature on July 1~~30, ~~2029~~2025, ~~unless earlier converted, redeemed or repurchased~~respectively. ~~Interest~~Amortization onexpense ~~the~~for ~~July~~developed ~~2025~~technology ~~Note~~is ~~will~~classified ~~accrue~~in atcost ~~a rate~~ of ~~12.00% per~~revenues ~~year from the date of issuance~~ and ~~will~~all beother ~~payable~~amortization ~~semiannually in arrears on January 1 and July 1 of each year, beginning on January~~expense ~~1, 2026. The July 2025 Note~~ is ~~convertible~~classified ~~at the option of the holder at any time prior to the payment of the payment of the principal amount of the July 2025 Note~~ in ~~full.~~general ~~Upon~~and ~~conversion~~administrative ofexpenses ~~the~~on ~~July 2025 Note,~~ the Company’s ~~will~~unaudited ~~satisfy~~condensed ~~its~~consolidated ~~conversion~~statements ~~obligation by delivering shares~~ of ~~common stock and paying cash in respect of any fractional shares. The conversion rate of the July 2025 Note is initially equal~~operations to 558.6592 shares of common stock per $1,000 principal amount due under the July 2025 Note. The conversion rate is subject to adjustment from time to time pursuant to the terms of the July 2025 Note. The conversion option related to the July 2025 Note was required to be bifurcated as a derivative liability, and ~~the~~comprehensive ~~Company recorded a derivative liability of $3~~income.~~7 million on the issuance date. The July 2025 Note has an effective interest rate of 62.8%.~~

~~The carrying amount of the convertible July 2025 Note, inclusive of the fair value of the derivative liabilities was as follows~~ (~~in thousands~~8): SAFE Agreement

	As of
	September 28,			December 29,
	2025			2024
July 2025 Note – related party	$	5,000		$	—
July 2025 Note derivative liability – related party		3,468			—
Less Unamortized debt discount		(3,627	)		—
Total carrying amount of July 2025 Note – related party	$	4,841		$	—

Third SAFE

~~Interest~~On ~~expense~~May 13, 2024, the Company entered into a third SAFE (the “Third SAFE”) with the Rodgers Massey Freedom and ~~amortization~~Free Markets Charitable Trust (the “Purchaser”), in connection with the Purchaser investing $1.0 million in the Company. The Third SAFE is convertible into shares of ~~debt~~the ~~discount~~Company’s ~~cost~~common stock upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, ~~all~~pursuant to which the Company issues and sells shares of its common stock in an Equity Financing, at a per share conversion price which ~~was~~is ~~with~~equal to 50% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummates a ~~related~~change ~~party~~of ~~were~~control prior to the termination of the Third SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments as ~~follows~~set (forth in ~~thousands~~the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of the Company’s common stock, assuming a per share conversion price of $0.275, which is the product of (i): $0.55, the closing price of the Company’s common stock on May 13, 2024, multiplied by (ii) 50%. Given that the SAFE could be settled in cash or a variable number of shares, the Company has accounted for the instrument as a liability at its fair value.

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
Interest expense – related party	$	138	$	—	$	138	$	—
Amortization of debt discount – related party		53		—		53		—
Total – related party	$	191	$	—	$	191	$	—

The SAFE liability represents the estimated fair value of the Company’s obligation to issue equity in the future. The fair value of the Third SAFE approximated $0.6 million and $0.5 million as of March 29, 2026 and December 28, 2025, respectively. Refer to Note 5 – Fair Value Measurements for details.

On April 23, 2026, the SAFE was converted and exchanged into $1.0 million principal amount of the Company’s 10.0% convertible secured notes due 2029. Refer to Note 18 – Subsequent Events for details.

~~7.0%~~(9) Borrowings ~~senior~~and ~~unsecured~~Derivative ~~convertible~~Liabilities ~~notes~~

On September 16, 2024, the Company entered into an Indenture agreement with U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), for the issuance of 7.0% senior unsecured convertible notes (“7.0% Senior Notes”). The ~~7.0% Senior~~ Notes issued under the Indenture bear interest at 7.0% per annum, and the interest is payable semiannually in arrears on January 1 and July 1 of each year beginning on January 1, 2025. The principal is payable in full at maturity on July 1, 2029. The 7.0% Senior Notes are convertible into shares of the Company’s ~~common~~borrowings ~~stock at the option of the holder at a conversion rate of $2.14 per common share. Holders of the 7.0% Senior Notes may convert at any time. The 7.0% Senior Notes may be declared due~~ and ~~payable~~derivative atliabilities ~~the~~consisted ~~option~~ of the ~~holder~~following ~~upon~~(in ~~an event of default and upon a qualifying change of control event. There are no financial covenants. As described below, the Company has issued multiple tranches under this Indenture.~~thousands):

September 2024 Notes

	As of
	March 29,			December 28,
	2026			2025
Short-term debt (including current portion of long-term debt):
March 2026 Bridge Note	$	9,500		$	—
$1.9 Million Note		1,530			—
Cobalt Loan		2,706			—
Total Short-term debt with third parties		13,736			—
Current portion of long-term debt		2,786			2,786
Total short-term debt and current portion of long-term debt	$	16,522		$	2,786

Short-term debt with related parties:
Seller Note – related party	$	20,000		$	20,000
Loan with related party		1,500			1,500
Total short-term debt with related parties	$	21,500		$	21,500

Long-term debt:
12.0% senior unsecured convertible notes and related derivative liabilities
July 2024 Notes	$	31,911		$	32,969
July 2024 Notes – related parties		7,946			7,631
Subtotal July 2024 Notes		39,857			40,600
July 2025 Note – related party		1,519			1,443
November 2025 Note – related party		517			491
January 2026 Note – related party		1,038			—

July 2024 Notes derivative liability		14,042			19,604
July 2024 Notes derivative liability – related party		9,036			12,615
Subtotal July 2024 Notes derivative liability		23,078			32,219
July 2025 Note derivative liability – related party		2,239			3,246
November 2025 Note derivative liability – related party		1,069			—
January 2026 Note derivative liability – related party		1,467			1,488
Total 12.0% senior unsecured convertible notes and derivative liabilities		70,784			79,487

7.0% senior unsecured convertible notes and derivative liabilities
September 2024 Notes		15,942			14,332
September 2024 Notes – related parties		2,804			2,346
Subtotal September 2024 Notes		18,746			16,678
September 2025 Notes		3,575			3,354

September 2024 Notes derivative liability		26,351			37,930
September 2024 Notes derivative liability – related parties		4,286			5,870
Subtotal September 2024 Notes derivative liability		30,637			43,800
September 2025 Notes derivative liability		10,825			14,756
Total 7.0% senior unsecured convertible notes and derivative liabilities		63,783			78,588

Total notes payable and derivative liabilities		134,567			158,075
Less current portion		(2,786	)		(2,786	)
Total senior unsecured convertible notes payable and derivative liabilities, net of current portion	$	131,781		$	155,289

Balance sheet classification of long-term debt
Notes payable and derivative liabilities, net of current portion	$	99,860		$	120,159
Notes payable and derivative liabilities with related parties		31,921			35,130
Total long-term debt including net of current portion		131,781			155,289
Current portion of long-term debt		2,786			2,786
Total long-term debt	$	134,567		$	158,075

In September 2024, the Company issued $66.8 million of the 7.0% Senior Notes to various parties (the “September 2024 Notes”), $4.0 million of which were issued to Rodgers Family Freedom and Free Markets Charitable Trust (“Massey Charitable Trust”), a related party and $4.0 million were issued to Rodgers Revocable Trust (collectively with Massey Charitable Trust, “Massey Trusts”), also a related party. The conversion option related to the September 2024 Notes was required to be bifurcated as a derivative liability, and the Company recorded a derivative liability of $91.5 million on the issuance date. As the fair value of the derivative liability exceeded the proceeds received, the Company recorded a corresponding financing loss of $24.7 million and debt discount for $66.8 million as of the issuance date as further described below in the Exchange Agreement. In December 2024, the Company issued an additional $13.0 million of September 2024 Notes for cash. The Company recognized a $10.9 million debt discount in connection with these additional proceeds. The Company issued an additional $0.2 million of September 2024 Notes in the thirteen week period ended March 30, 2025. The effective interest rates are 27.6%, 47.3% and 7.0% on the September 2024 Notes’ principal amounts of $66.8 million, $13.0 million and $0.2 million, respectively.

The carrying amount of the convertible September 2024 Notes, inclusive of the fair value of the derivative liabilities was as follows (in thousands):

	As of
	September 28,			December 29,
	2025			2024
September 2024 Notes	$	80,000		$	79,800
September 2024 Notes derivative liability		59,223			62,432
Less Unamortized debt discount		(62,536	)		(73,688	)
Total carrying amount of September 2024 Notes and derivative liabilities	$	76,687		$	68,544

Interest expense and amortization of debt discount cost were as follows (in thousands):

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
Interest expense	$	1,431	$	52	$	4,253	$	52
Amortization of debt discount		3,790		454		11,152		454
Total	$	5,221	$	506	$	15,405	$	506
Related parties’ portion of interest expense and amortization of debt discount included in the above amounts
Interest expense – related parties	$	143	$	6	$	425	$	6
Amortization of debt discount – related parties		422		54		1,253		54
Total – related parties	$	565	$	60	$	1,678	$	60

~~September~~Short-term ~~2025~~debt ~~Notes~~

OnStandby ~~September~~Equity ~~21,~~Purchase ~~2025,~~Agreement the Company issued an additional $22.0 million of the 7.0% Senior Notes (the “September 2025 Notes”) to various parties. The September 2025 Notes were issued pursuant to the Indenture. The September 2025 Notes contain a conversion option related to which requires bifurcation and ~~recognition of a derivative liability, and the Company recorded a derivative liability of~~ $15.4 million on the issuance date. The Company recognized a $2.2 million debt discount and $0.2 million of debt issuance costs in connection with the September 2025 Notes. The effective interest rate on the September 2025 Notes is 65.1%.9 ~~The~~Million ~~net proceeds of $19.6 million from the issuance of the September 2025 Notes were principally used to pay a portion of the cash consideration for the Company’s acquisition of Sunder.~~Note

~~The~~On ~~carrying~~January ~~amount~~27, of2026 (the ~~convertible~~“Effective ~~September~~Date”), ~~2025~~SunPower ~~Notes~~entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, ~~inclusive~~LTD., a Cayman Islands exempt limited company (“YA”). Pursuant to the SEPA, YA agreed to advance up to $20.0 million (the “Pre-Paid Advances”) to the Company in the form of convertible promissory notes (each “Promissory Note”), subject to the ~~fair~~terms ~~value~~and conditions of the ~~derivative~~SEPA. ~~liabilities~~Each ~~was~~Promissory asNote ~~follows~~bears interest at 0% per annum, which increases to 18% per annum upon the occurrence and continuance of an Event of Default (as defined in ~~thousands~~ the Promissory Notes): for so long as such event remains uncured. Each tranche is funded at a 10% discount to its principal amount. The Promissory Notes are initially convertible into 540.5405 shares of the Company’s common stock per $1,000 principal amount, subject to adjustment.

	As of
	September 28,			December 29,
	2025			2024
September 2025 Notes	$	22,000		$	—
September 2025 Notes derivative liability		16,274			—
Less Unamortized debt discount		(17,782	)		—
Total carrying amount of September 2025 Notes and derivative liabilities	$	20,492		$	—

The SEPA also provides the Company the right, subject to certain conditions, to require YA to purchase up to $25.0 million of the Company’s common stock (“Commitment Amount”) through January 27, 2029.

~~Interest~~In ~~expense~~connection with the SEPA, the Company paid YA total fees of $0.4 million consisting of $0.05 million of cash and ~~amortization~~175,000 shares of ~~debt~~the Company’s ~~discount~~common ~~cost~~stock, ~~were~~with a fair value of $0.3 million, as ~~follows~~a ~~(in~~due ~~thousands):~~diligence, structuring and commitment fee.

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
Interest expense	$	34	$	—	$	34	$	—
Amortization of debt discount		26		—		26		—
Total	$	60	$	—	$	60	$	—

The SEPA will automatically terminate on the earliest to occur of (i) January 27, 2029 or (ii) the date on which YA has purchased from the Company under the SEPA the Commitment Amount in full. The Company may terminate the SEPA at any time upon five trading days’ prior written notice to YA, provided that there are no outstanding advance notices under which the Company is yet to issue shares of its common stock, there are no amounts outstanding under the Promissory Notes, and provided that the Company has paid all amounts owed to YA pursuant to the SEPA. The Company and YA may also agree to terminate the SEPA by mutual written consent.

On January 27, 2026, the first Pre-Paid Advance was disbursed. The gross amount of the borrowing under the Pre-Paid Advance was $1.9 million which was advanced under a Promissory Note ~~payable~~(“$1.9 Million Note”), and the Company received net proceeds of $1.71 million after the contractual discount. The $1.9 Million Note matures on January 27, 2027, which may be extended at YA’s option. The Company’s rights for further Pre-Paid Advances under the SEPA terminated pursuant to ~~Seller~~the –terms ~~related~~of ~~party~~ the SEPA.

OnThe ~~September 24, 2025, the~~ Company ~~issued~~elected ~~a note payable to~~ the ~~sellers~~fair ofvalue ~~Sunder~~option ~~(“Seller~~under ~~Note”)~~ASC to825, ~~the~~Financial ~~Seller/Member~~Instruments, infor ~~connection with~~ the ~~acquisition of 100% of the membership interests in Sunder~~$1.9 ~~The~~Million ~~Seller~~ Note. ~~has~~Accordingly, anthe ~~original principal amount of~~ $201.09 ~~million.~~Million ~~The Seller~~ Note ~~bears~~is ~~interest~~recorded at ~~7.0%~~fair ~~per~~value ~~annum,~~upon ~~compounded~~issuance ~~at the end of each calendar quarter. Interest is due~~ and ~~payable~~are ~~concurrent with~~subsequently ~~the~~remeasured ~~payment~~at offair ~~the~~value ~~principal~~at ~~balance.~~each ~~The~~reporting ~~maturity~~ date, ~~under~~with ~~the~~changes ~~Seller~~in ~~Note~~fair value isrecognized ~~the~~in ~~earlier~~“non-operating ofOther ~~(i)~~non-operating ~~May 15~~income, ~~2026~~net” ~~and~~in ~~(ii)~~ the ~~date on~~Company’s ~~which~~unaudited ~~all~~condensed ~~amounts~~consolidated statements ~~under~~of ~~the~~operations ~~Seller Note otherwise become due~~ and ~~payable~~comprehensive ~~following an event of default~~income. ~~The~~As ~~Seller~~a ~~Note~~result ~~must~~of ~~also be~~this ~~repaid~~election, in the ~~event~~original ofissue adiscount, ~~change~~transaction ofcosts, ~~control~~and embedded ofconversion ~~the~~features ~~Company~~are ornot ~~the~~separately ~~sale~~accounted offor ~~all~~and orare ~~substantially~~instead ~~all~~reflected ofin the ~~consolidated~~fair ~~assets~~value of ~~the Company~~$1.9 ~~and~~Million ~~its subsidiaries~~Note. The ~~Seller~~$1.9 Million Note ~~includes~~is ~~customary~~classified ~~events~~as ~~of default, including: (~~a) ~~the~~Level ~~Company’s~~3 ~~failure~~liability towithin ~~pay~~ the ~~Seller~~fair ~~Note~~value ~~when~~hierarchy ~~due,~~established ~~(b)~~by ~~the~~ASC ~~Company’s voluntary or involuntary bankruptcy~~820, ~~(c)~~Fair ~~the~~Value ~~Company’s liquidation or dissolution~~Measurement, ~~(d)~~due ~~a change of control of the Company, (e) the Company’s material breach of the covenants applicable~~ to the ~~Company~~use ~~under the Seller Note, subject to applicable cure periods, and (f) if any~~ of ~~the~~significant ~~Company’s~~unobservable ~~representations~~inputs ~~or warranties made~~ in the ~~Seller Note were untrue in any material respect when made~~valuation. ~~The~~Refer ~~Company~~to ~~concluded~~Note ~~that~~5 ~~since~~– ~~the~~Fair ~~sellers~~Value ~~joined~~Measurements ~~the~~for ~~Company and have~~ a ~~level~~description of ~~influence that is not insignificant, they are related parties of~~ the ~~Company~~inputs and ~~therefore~~assumptions ~~the~~used ~~Seller~~in ~~Note is a related party obligation. Management concluded that~~ the ~~carrying~~valuation ~~value~~ of the ~~Seller Note approximates its fair value due to the short-term nature of the obligation~~$1. ~~Interest~~9 ~~expense~~Million ~~recognized on the Seller~~ Note ~~was less than $0~~.~~1 million in the thirteen and thirty-nine week periods ended September 28, 2025.~~

The initial amount of the $1.9 Million Note was recorded at its estimated fair value of $1.7 million on the issuance date. As of March 29, 2026, the $1.9 Million Note had a fair value of $1.5 million. The change in the fair value of the $1.9 Million Note was included in “Other non-operating income, net” within the unaudited condensed consolidated statement of operations and comprehensive income in the thirteen week period ended March 29, 2026.

~~Exchange~~March ~~Agreement~~2026 Bridge Note

On ~~July~~ 1March 6, ~~2024~~2026, the Company entered into ana purchase ~~Exchange~~agreement ~~Agreement~~ (~~the~~ “~~Exchange~~Purchase Agreement”) with ~~Carlyle,~~YA pursuant to which ~~was~~the ~~deemed~~Company ~~to be~~issued a ~~related~~convertible ~~party~~debenture ~~beginning~~ in ~~fiscal~~the principal ~~2024~~amount ~~and~~of ~~ended~~$10.0 asmillion of(the “March ~~30,~~2026 ~~2025~~Bridge asNote” ~~described~~and incollectively with the $1.9 Million Note, 2the (h“Yorkville Notes”). ~~Summary~~The Company received net proceeds of ~~Significant~~$9.0 ~~Accounting~~million at ~~Policies~~issuance, –after ~~Changes~~deducting infees ~~related~~payable ~~parties~~under the Purchase Agreement. The March 2026 Bridge Note matures on March 6, 2027, unless extended at YA’s option. The March 2026 Bridge Note bears interest at 0% per annum; however, upon the occurrence and continuance ~~Kline~~of ~~Hill~~an ~~(as~~event ~~defined~~of ~~below)~~default, ~~providing~~the ~~for:~~interest rate increases to 18% per annum.

~~(i)~~The Company elected the ~~cancellation~~fair ofvalue ~~all~~option ~~indebtedness,~~under ~~inclusive~~ASC of825 for the CSMarch ~~Solis~~2026 ~~Debt,~~Bridge ~~owed~~Note. toAs ~~Carlyle~~a byresult, the ~~Company~~March 2026 Bridge Note is carried at fair value, ~~termination~~with ofchanges ~~all~~in ~~debt~~fair ~~instruments~~value byrecognized ~~and~~in ~~between~~earnings within “non-operating Other non-operating income, net” in the Company’s unaudited condensed consolidated statements of operations and ~~Carlyle~~comprehensive ~~(through~~income. ~~the~~As ~~transfer~~a result of ~~Carlyle’s~~this ~~interest~~election, the inoriginal CSissue ~~Solis~~discount, ~~LLC~~transaction costs, toand ~~the~~embedded ~~Company),~~conversion features are not separately accounted for and are instead reflected in the ~~satisfaction~~fair value of ~~all~~the ~~obligations~~March ~~owed~~2026 toBridge ~~Carlyle~~Note. The March 2026 Bridge Note is classified as a Level 3 liability within the fair value hierarchy established by ASC 820 due to the ~~Company~~use ~~under~~of significant unobservable inputs in the ~~terminated~~valuation. ~~debt~~See ~~instruments;~~Note 5 – Fair Value Measurements for additional information regarding the valuation of the March 2026 Bridge Note, including key assumptions and valuation methodologies.

~~(ii)~~The initial amount of the ~~issuance~~March 2026 Bridge Note was recorded at its estimated fair value of a$9.0 ~~note~~million ~~for~~on the ~~principal~~issuance ~~amount~~date. As of March 29, 2026, the March 2026 Bridge Note had a fair value of $109.05 million. toThe ~~Carlyle~~change asin ~~part~~the fair value of the ~~July~~March ~~2024~~2026 ~~Notes;~~Bridge Note was included in “Other non-operating income, net” within the Company’s unaudited condensed consolidated statement of operations and comprehensive income in the thirteen week period ended March 29, 2026.

The March 2026 Bridge Note required installment payments on May 6, 2026, June 6, 2026, July 6, 2026, August 6, 2026, and September 6, 2026 (~~iii~~each, an “Installment Date”). On each Installment Date, the ~~cancellation~~Company ofwas ~~all~~required ~~indebtedness~~to ~~owed~~pay an amount equal to ~~Kline~~(i) ~~Hill~~$2.0 ~~Partners~~million ~~Fund~~of LPprincipal, ~~Kline~~(ii) ~~Hill~~a ~~Partners~~payment IVpremium ~~SPV~~of $0.06 ~~LLC~~million, and ~~Kline~~(iii) ~~Hill~~any ~~Partners~~accrued ~~Opportunity~~and IVunpaid ~~SPV,~~interest ~~LLC~~ (collectively, the “~~Kline~~Installment ~~Hill~~Amount”). The Company may satisfy each Installment Amount, at its option, (a) in cash, (b) by submitting an advance notice pursuant to the ~~Company~~SEPA, ~~termination~~or of(c) ~~all~~through ~~debt~~a ~~instruments~~combination of bycash and ~~between~~such advance notice. On April 21, 2026, the Company and ~~Kline~~YA ~~Hill,~~agreed ~~including~~to amend the ~~2018~~Installment Dates in connection with a $5.0 million prepayment of the March 2026 Bridge ~~Notes~~Note. As amended, ~~the~~on ~~revolving~~each ~~loan~~of ~~and~~May a5, ~~secured~~2026, ~~credit~~June ~~facility~~5, ~~(“Secured~~2026, ~~Credit~~July ~~Facility”)~~5, 2026 and August 5, 2026, the ~~satisfaction~~Company ofis ~~all~~required ~~obligations~~to ~~owed~~pay an amount equal to ~~Kline~~(i) ~~Hill~~$1.25 bymillion ~~the~~of ~~Company~~principal, ~~under~~(ii) ~~the~~a ~~terminated~~payment ~~debt~~premium ~~instruments;~~of $0.0375 million, and (iii) any accrued and unpaid interest. Refer to Note 18 – Subsequent Events for details.

~~(iv)~~At any ~~the~~time after issuance, ofYA may convert all or a ~~note~~portion ~~for~~of the outstanding principal ~~amount~~balance into shares of the Company’s common stock at an adjusted fixed conversion price of $81.064 ~~million~~per share (the “Fixed Price”). In addition, any Installment Amount that remains unpaid following an Installment Date may be converted at a price equal to ~~Kline~~95% ~~Hill~~of asthe ~~part~~volume weighted average price (“VWAP”) of the ~~July~~Company’s ~~2024~~common ~~Notes;~~stock ~~and~~during the five trading days immediately preceding the conversion date, subject to a minimum conversion price equal to the then-applicable floor price.

~~(v)~~The Company may, at its option, redeem all or a portion of the ~~issuance~~outstanding balance of 1the March 2026 Bridge Note (an “Optional Redemption”) upon written notice to YA,~~500,000~~ ~~shares~~provided that the VWAP of the Company’s common stock, ~~par~~at ~~value~~the ~~$0.0001~~time ~~per~~of ~~share,~~such ofnotice is less than the ~~Company~~Fixed Price. The redemption price equals (i) the ~~“Common~~principal ~~Stock”~~amount redeemed, (ii) toa ~~Kline~~premium ~~Hill~~of 3% of such principal amount, and (iii) any accrued and unpaid interest; provided that the ~~“Shares”)~~premium does not apply to Optional Redemptions completed on or prior to April 30, 2026.

AtSeller ~~the~~Note ~~date~~– ofrelated the cancellation under the Exchange Agreement, the Company’s indebtedness to CS Solis was $37.2 million and the indebtedness to Kline Hill was comprised of the 2018 Bridge Notes of $11.7 million, Revolving Loan balance assigned to Kline Hill of $3.9 million, and the Secured Credit Facility balance of $13.1 million.party

~~The~~On September 24, 2025, the Company ~~concluded~~issued ~~that~~a note payable to CPP (“Seller Note”) in connection with the ~~transactions~~Company’s ~~entered~~acquisition of ~~into~~100% of the membership interests in Sunder and concluded that the ~~Exchange~~Seller ~~Agreement~~Note ~~represented~~is a ~~troubled~~related ~~debt~~party ~~restructuring~~obligation as(see Note 3 – Business Combinations). The Seller Note has an original principal amount of $20.0 million. The Seller Note bears interest at 7.0% per annum, compounded at the ~~Company~~end of each calendar quarter. Interest is due and payable concurrent with the payment of the principal balance. The maturity date of the Seller Note was ~~experiencing~~initially ~~financial~~the ~~difficulty~~earlier of (i) May 15, 2026 and (ii) the ~~new~~date ~~terms~~on ofwhich all amounts under the ~~July~~Seller Note ~~2024~~otherwise ~~Notes~~become ~~resulted~~due and payable following an event of default. The Seller Note must also be repaid in the event of a ~~concession~~change toof control of the Company. Asor the ~~carrying amount~~sale of all or substantially all of the ~~debt~~consolidated ~~exceeded~~assets of the ~~future~~Company ~~undiscounted~~and ~~cash~~its ~~payments~~subsidiaries. ~~under~~The Seller Note includes customary events of default, including: (a) the ~~new~~Company’s ~~terms~~failure onto pay the ~~date~~Seller ofNote when due, (b) the ~~exchange~~Company’s voluntary or involuntary bankruptcy, (c) the Company’s ~~recorded~~ liquidation or dissolution, (d) a ~~gain~~change onof control of the ~~troubled~~Company, ~~debt~~(e) the ~~restructuring~~Company’s material breach of ~~$19.8~~the ~~million~~covenants inapplicable to the ~~thirteen~~Company ~~week~~under ~~and~~the ~~thirty-nine~~Seller ~~week~~Note, ~~periods~~subject ~~ended~~to ~~September~~applicable ~~29,~~cure ~~2024~~periods, and ~~recorded~~(f) anif ~~additional~~any ~~gain~~ of ~~$2.5~~the ~~million~~Company’s representations or warranties made in the ~~fourth~~Seller ~~quarter~~Note ofwere ~~fiscal~~untrue ~~2024~~in ~~for~~any anmaterial ~~aggregate~~respect ~~gain~~when made. onManagement ~~troubled~~concluded ~~debt~~that ~~restructuring~~ the carrying value of ~~$22.3~~the ~~million~~Seller inNote ~~fiscal~~approximates ~~2024~~its fair value due to the short-term nature of the obligation.

Prior to the Exchange Agreement, the Company recorded accretion of the liability of the debt in CS Solis as related party interest expense of zero and $3.9 million in the thirteen and thirty-nine week periods ended September 29, 2024, respectively.

Interest expense recognized on the 2018 Bridge Notes was zero and $0.7 million in the thirteen and thirty-nine week periods ended September 29, 2024, respectively.

Interest expense on the Secured Credit Facility was zero and $1.0 million in the thirteen and thirty-nine week periods ended September 29, 2024, respectively.

Revolving loan with related party

Prior to entering into the Exchange Agreement, the Company had a revolving loan (“Aggregate Revolving Loan”) due to Kline Hill and Rodgers Revocable Trust, a related party. The Aggregate Revolving Loan had an annual interest rate equal to the greater of 7.75% or Prime plus 4.5%. In connection with the Exchange Agreement in July 2024, $3.5 million of the Revolving Loan, plus accrued interest owed to Kline Hill, was exchanged for a portion of the July 2024 Notes. The principal balance of $1.5 million (“Related Party Loan”) owing to the Rodgers Revocable Trust (plus accrued interest) remained outstanding as of September 28, 2025, and December 29, 2024. There are no financial covenants.

Interest expense recognized on the Aggregate Revolving Loan was less than $0.1 million in each of the thirteen week periods ended September 28, 2025 and September 29, 2024. Interest expense recognized on the Aggregate Revolving Loan was $0.2 million and $0.4 million in the thirty-nine week periods ended September 28, 2025, and September 29, 2024, respectively.

Of the total interest expense recognized on the Aggregate Revolving Loan, related party interest expense recognized was less than $0.1 million in each of the thirteen week periods ended September 28, 2025 and September 29, 2024, and $0.2 million and $0.4 million in the thirty-nine week periods ended September 28, 2025, and September 29, 2024.

On March 5, 2026, the Company entered into an amendment of the Seller Note (10“Amendment”) ~~SAFE~~providing that if the terms of the ~~Agreements~~SEPA would restrict repayment of the Seller Note on May 15, 2026, then the maturity date of the Seller Note will be extended to the earlier of (a) the date that is two business days following the date on which the Seller Note may be repaid pursuant to the restrictions set forth in the SEPA Debenture and (b) September 30, 2026 (or, if the registration statement required to be filed pursuant to the Registration Rights Agreement has not been declared effective prior to April 30, 2026, then the outside maturity date will extend to December 31, 2026). Additionally, the Company and CPP agreed that the interest rate applicable to the Seller Note will increase to 10.0% per annum if the principal amount of the Seller Note remains outstanding after May 15, 2026. As an inducement to CPP’s agreement to the foregoing, the Amendment also provides that, within two business days following approval by the Company’s stockholders of the issuance of shares under the Sunder MIPA in accordance with applicable Nasdaq rules, the Company will issue the remaining shares of common stock otherwise issuable to CPP pursuant to the Sunder MIPA. On April 8, 2026, the Company issued the remaining 6.7 million shares of the Company’s common stock due under the Seller Note.

~~First~~On ~~SAFE~~April 23, 2026, the Company and CPP entered into the A&R Seller Note with a revised principal amount of $7.0 million. Refer to Note 18 – Subsequent Events for details.

OnInterest ~~January~~expense ~~31,~~recognized ~~2024,~~on ~~the~~this ~~Company~~obligation entered into a Simple Agreement for Future Equity (“SAFE”) (the “First SAFE”) with the Rodgers Massey Freedom and Free Markets Charitable Trust (the “Purchaser”), a related party, affiliated with Thurman J. Rodgers, the Company’s Chief Executive Officer and a director, in connection with the Purchaser investing $1.5 million in the Company. The First SAFE did not accrue interest. The First SAFE was ~~initially~~less ~~convertible~~than ~~into shares of the Company’s common stock, par value~~ $0.~~0001~~4 per share, upon the closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company would have issued and sold shares of its common stock at a fixed valuation (an “Equity Financing”), at a per share conversion price which was equal to the lower of (i) (a) $53.54 million ~~divided by (b) the Company’s capitalization immediately prior to such Equity Financing (such conversion price, the “SAFE Price”), and (ii) 80% of the price per share of its common stock sold~~ in the ~~Equity~~thirteen ~~Financing.~~week Ifperiod ~~the~~ended ~~Company~~March ~~consummated a change of control prior to the termination of the First SAFE~~29, ~~the Purchaser would have been automatically entitled to receive a portion of the proceeds of such liquidity event equal to the greater of (i) $1~~2026.5 million and (ii) the amount payable on the number of shares of common stock equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) the Company’s capitalization immediately prior to such liquidity event (the “Liquidity Price”), subject to certain adjustments as set forth in the First SAFE. The First SAFE was convertible into a maximum of 1,431,297 shares of the Company’s common stock, assuming a per share conversion price of $1.05, which is the product of (i) $1.31, the closing price per share of the Company’s common stock on January 31, 2024, multiplied by (ii) 80%.

~~On April~~Loan ~~21, 2024, the Company entered into an amendment (“First SAFE Amendment”) that converted the First SAFE investment of~~with ~~$1.5~~related million into 4,166,667 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the First SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to the First SAFE Agreement of $1.5 million, a credit to Additional paid-in-capital of $1.9 million and recognized expense of $0.4 million within Other expense, net in its unaudited condensed consolidated statement of operations in the Company’s second fiscal quarter ended June 30, 2024.party

~~Second~~The ~~SAFE~~ Company has a loan with a principal balance of $1.5 million owed to the Rodgers Revocable Trust, a related party. This loan has an annual interest rate equal to the greater of 7.75% or Prime plus 4.5%. There are no financial covenants.

OnInterest ~~February~~expense ~~15,~~recognized ~~2024,~~on ~~the~~this ~~Company~~obligation ~~entered~~was ~~into~~less athan ~~second SAFE (the “Second SAFE”) with the Purchaser, in connection with the Purchaser investing~~ $30.51 million in ~~the~~each ~~Company. The Second SAFE did not accrue interest. The Second SAFE was initially convertible into shares~~ of the ~~Company’s~~thirteen ~~common~~week ~~stock~~periods ~~upon~~ended ~~the~~March ~~initial closing of an Equity Financing transaction at a per share conversion price which was equal to the lower of (i) the Second SAFE Price~~29, ~~and~~2026 (ii) 80% of the price per share of the Company’s common stock sold in an Equity Financing transaction. If the Company consummated a change of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal to the greater of (i) $3.5 million and ~~(ii) the amount payable on the~~March ~~number of shares of the Company’s common stock equal to $3.5 million divided by the Liquidity Price~~30, ~~subject to certain adjustments as set forth in the Second SAFE~~2025. The Second SAFE was convertible into a maximum of 3,707,627 shares of the Company’s common stock, assuming a per share conversion price of $0.94, which is the product of (i) $1.18, the closing per share price of its common stock on February 15, 2024, multiplied by (ii) 80%.

OnCobalt April 21, 2024, the Company entered into an amendment (“Second SAFE Amendment”) that converted the Second SAFE investment of $3.5 million into 9,722,222 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the Second SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to the Second SAFE Agreement of $3.5 million, a credit to Additional paid-in-capital of $4.4 million and recognized expense of $0.9 million within Other expense, net in its unaudited condensed consolidated statement of operations in the Company’s second fiscal quarter ended June 30, 2024.Loan

In connection with the acquisition of Cobalt, the Company assumed a loan (“Cobalt Loan”). Cobalt originally entered into the loan on July 1, 2024, with Santa Cruz County Bank. The principal amount of the Cobalt Loan was $3.0 million and has a final maturity on June 5, 2034. The Cobalt Loan is secured by all of Cobalt’s business assets pursuant to a blanket lien as well as additional collateral, including limited guarantees secured with a third deed of trust on certain real estate properties and other assets of the former owners of Cobalt. The interest rate on the Cobalt loan is Prime plus 2.75%.

The Cobalt Loan may be declared due and payable at the option of the holder upon an event of default and upon a qualifying change of control event.

Long-term debt

12.0% Senior Unsecured Convertible Notes

July 2024 Notes

In July 2024, the Company issued $46.0 million of senior unsecured convertible notes (“July 2024 Notes”) consisting of $28.0 million in cash proceeds. The remaining $18.0 million of the July 2024 Notes arose from an exchange of debt accounted for as a troubled debt restructuring (“Debt Exchange”). Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025 for details regarding $18.0 million of debt arising from the Debt Exchange.

Cash proceeds of $28.0 million included $18.0 million from the Rodgers Revocable Trust, a related party and $10.0 million of the debt exchanged was issued to Carlyle, also a related party. Carlyle was no longer deemed a related party to the Company subsequent to March 30, 2025.

~~Third~~The ~~SAFE~~July 2024 Notes bear interest at 12.0% per annum, and the principal is payable in full at maturity on July 1, 2029. The interest is payable in cash on January 1 and July 1 of each year, beginning on July 1, 2025. The interest rate increases by 3% in the event of default. The conversion rate of the July 2024 Notes is initially equal to 595.2381 shares of common stock per $1,000 of principal amount due under the July 2024 Notes. Holders of July 2024 Notes may convert at any time. The July 2024 Notes may be declared due and payable at the option of the holder upon an event of default and upon a qualifying change of control event. The conversion option was required to be bifurcated as a derivative liability, and the Company recorded a derivative liability of $28.7 million on the issuance date.

OnThe ~~May~~effective ~~13,~~interest ~~2024,~~rate ~~the~~on ~~Company entered into a third SAFE (~~the ~~“Third~~July ~~SAFE”)~~2024 ~~with~~Notes ~~the~~cash ~~Purchaser,~~proceeds inof ~~connection with the Purchaser investing~~ $128.0 million inapproximates the Company. The Third SAFE is convertible into shares of the Company’s common stock upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of its common stock in an Equity Financing transaction, at a per share conversion price which is equal to 5045% ~~of the~~ ~~price~~as ~~per share~~ of ~~the~~March ~~Company’s~~29. ~~common stock sold in an Equity Financing~~2026. IfCoupon ~~the Company consummates a change of control prior~~interest, todefault ~~the~~interest ~~termination~~and offailure ~~the Third SAFE, the Purchaser will be automatically entitled~~ to ~~receive~~file ainterest ~~portion~~on of the ~~proceeds of such liquidity event equal to~~ $118.0 million, ~~subject~~Debt toExchange ~~certain~~were ~~adjustments~~capitalized as ~~set~~part ~~forth in the Third SAFE. The Third SAFE is convertible into a maximum~~ of ~~2,750,000 shares of~~ the ~~Company’s~~July ~~common~~2024 ~~stock, assuming a per share conversion price of $0~~Notes.~~275,~~ ~~which is the product of (i) $0.55~~Accordingly, the ~~closing~~effective ~~price~~interest ofrate ~~the Company’s common stock~~ on ~~May~~the ~~13, 2024, multiplied by (ii) 50%~~$18.0 ~~Given~~million ~~that~~arising ~~the~~from ~~Third SAFE may be settled in cash or a variable number of shares,~~ the ~~Company~~Debt ~~has~~Exchange ~~accounted~~is ~~for~~nil ~~the instrument~~ as aof ~~liability~~March at29, ~~its fair value~~2026.

The ~~estimated~~carrying ~~fair~~amount ~~value~~ of the ~~Third~~July ~~SAFE~~2024 Notes was ~~$0.5 million and $0.4 million~~ as offollows ~~September 28, 2025 and December 29, 2024, based upon the assumptions disclosed~~ (in ~~Note 4 – Fair Value Measurements.~~thousands):

The change in the fair value of the Third SAFE is recorded within Other expense, net in the accompanying condensed consolidated statements of operations and comprehensive loss. The change in the fair value of the Third SAFE was expense of $0.1 million and $0.9 million in the thirteen week periods ended September 28, 2025 and September 29, 2024, respectively. The change in the fair value of the Third SAFE was expense of $0.1 million and $0.9 million in the thirty-nine week periods ended September 28, 2025 and September 29, 2024, respectively.

	As of
	March 29,			December 28,
	2026			2025
July 2024 Notes principal amount ⁽¹⁾	$	55,566		$	56,801
Less Unamortized debt discount		(15,709	)		(16,201	)
Net carrying amount of July 2024 Notes	$	39,857		$	40,600

(111) ~~Stock-Based~~ ~~Compensation~~Includes capitalized coupon interest of $7.5 million and $8.6 million as of March 29, 2026 and December 28, 2025, respectively, and capitalized contingent interest of $2.0 million and $2.2 million as of March 29, 2026 and December 28, 2025, respectively.

In ~~July~~the ~~2023,~~thirteen ~~the~~week ~~Company’s~~periods ~~board~~ended ofMarch ~~directors~~29, ~~adopted~~2026 and ~~stockholders~~March ~~approved~~30, ~~the~~2025, ~~2023~~total ~~Incentive~~interest ~~Equity~~expense ~~Plan~~was ~~(the “2023 Plan”)~~$1. ~~The~~3 ~~2023~~million ~~Plan became effective immediately upon the closing of the Amended~~ and ~~Restated Business Combination Agreement~~$1.1 ~~Initially~~million, arespectively, ~~maximum~~with ~~number~~coupon ofinterest ~~8,763,322~~expense ~~shares~~ of ~~SunPower~~$0.8 ~~common~~million ~~stock~~in ~~may~~each beperiod, ~~issued~~and ~~under~~debt ~~the~~discount ~~2023~~and ~~Plan.~~issuance Incosts ~~addition, the number~~ of ~~shares~~$0.5 ofmillion ~~SunPower common~~and ~~stock~~$0.3 ~~reserved~~million ~~for issuance under~~ in the ~~2023~~thirteen ~~Plan~~week ~~will~~periods ~~automatically~~ended ~~increase~~March ~~on January 1 of each year~~29, ~~starting~~2026 ~~on January 1, 2024~~ and ~~ending~~March ~~on January 1~~30, ~~2033~~2025, inrespectively. anOf ~~amount equal to~~ the ~~lesser~~coupon ofinterest ~~(1) 4% of the total number of shares of SunPower’s common stock outstanding on December 31 of the preceding year~~expense, orrelated ~~(2)~~party ~~a lesser number of shares of SunPower common stock determined by SunPower’s~~interest ~~Board~~expense ~~prior~~was to$0.5 ~~the~~million ~~date~~in ofeach ~~the increase~~period. ~~The~~Related ~~maximum~~party ~~number~~amortization ofexpense ~~shares~~was of$0.3 ~~SunPower~~million ~~common~~and ~~stock~~$0.2 ~~that~~million ~~may~~in ~~be issued on~~ the ~~exercise~~thirteen ofweek periods ~~incentive~~ended ~~stock~~March ~~options~~29, ~~(“ISOs”)~~2026 ~~under~~and ~~the~~March ~~2023~~30, ~~Plan is three times the number of shares available for issuance upon the 2023 Plan becoming effective (or 26~~2025,~~289,966~~ ~~shares)~~respectively.

~~Historically,~~July ~~awards~~2025 ~~were~~Note ~~granted~~– ~~under~~related the Amended and Restated Complete Solaria Omnibus Incentive Plan (“2022 Plan”), the Complete Solar 2011 Stock Plan (“2011 Plan”), the Solaria Corporation 2016 Stock Plan (“2016 Plan”) and the Solaria Corporation 2006 Stock Plan (“2006 Plan”) (together with the Complete Solaria, Inc. 2023 Incentive Equity Plan (“2023 Plan”), “the Plans”).party

~~Under~~On ~~the~~July ~~Plans~~10, 2025, the Company ~~has~~issued ~~granted~~a ~~service-based~~convertible ~~stock~~promissory ~~options~~note ~~and~~(the ~~restricted~~“July ~~stock~~2025 ~~units (“RSUs~~Note”). ~~Compensation~~to ~~expense for stock options under~~ the ~~Company’s~~Rodgers ~~cliff~~Revocable ~~vesting~~Trust, ~~schedule is generally recognized equally over the vesting period of five years.~~a ~~RSUs~~related ~~granted during the fiscal year ended December 29~~party, ~~2024~~in ~~are~~exchange ~~also~~for ~~recognized~~$5.0 ~~equally~~million ~~over the vesting period~~ of ~~five years~~proceeds.

The July 2025 Note is a general unsecured obligation of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased. The July 2025 Note has an annual coupon interest rate of 12.0% which is payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2026. The July 2025 Note is convertible at the option of the holder at any time prior to the payment of the principal amount of the July 2025 Note in full. Upon conversion of the July 2025 Note, the Company will satisfy its conversion obligation by delivering shares of the Company’s common stock and paying cash in respect of any fractional shares. The conversion rate of the July 2025 Note is initially equal to 558.6592 shares of common stock per $1,000 of principal amount due under the July 2025 Note. The conversion rate is subject to adjustment from time to time pursuant to the terms of the July 2025 Note. The conversion option related to the July 2025 Note was required to be bifurcated as a derivative liability. The Company recorded a derivative liability of $3.7 million with a corresponding offset to debt discount on the issuance date. The July 2025 Note has an effective interest rate of 62%.

The ~~information~~carrying ~~below~~amount ~~summarizes~~of the ~~stock~~July ~~option~~2025 ~~activity~~Note ~~under~~was ~~the~~as ~~Plans.~~follows (in thousands):

	Number of Shares			Weighted Average Exercise Price per Share			Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
	As of
Outstanding—December 29, 2024		9,997,233		$	2.77			5.29	$	6,356
	March 29,			December 28,
Options granted		—
	2026			2025
Options exercised		(712,467	)		0.73					88
July 2025 Note principal amount	$	5,000		$	5,000
Options canceled		(4,874,689	)		2.53
Less Unamortized debt discount		(3,481	)		(3,557	)
Outstanding—September 28, 2025		4,410,078			3.04					2,157
Net carrying amount of July 2025 Note	$	1,519		$	1,443
Vested and expected to vest— September 28, 2025		4,410,078			3.04					2,157
Vested and exercisable— September 28, 2025		2,364,439			6.98					722

~~The~~For ~~information~~the ~~below~~thirteen ~~summarizes~~week period ended March 29, 2026, the ~~RSU~~total ~~activity~~interest expense was $0.2 million with coupon interest expense $0.15 million and debt discount and issuance costs of less than $0.1 million.

	Number of RSUs			Weighted Average Grant Date Fair Value
Unvested at December 29, 2024		1,982,135		$	1.78
Granted		22,235,871			1.73
Vested and released		(4,318,313	)		1.74
Cancelled or forfeited		(3,756,238	)		1.73
Unvested at September 28, 2025		16,143,455			1.73

November 2025 Note – related party

~~Stock-based~~On ~~compensation~~November ~~expense~~20, 2025, the Company issued a convertible note (the “November 2025 Note”) to the Rodgers Massey Freedom and Free Markets Charitable Trust in exchange for $2.0 million of proceeds.

~~Stock-based~~The ~~compensation~~November ~~expense~~2025 ~~was~~Note ~~$4.2~~is ~~million~~a ~~and~~general ~~$8.2~~unsecured ~~million~~obligation inof the ~~thirteen~~Company and ~~thirty-nine~~will ~~week~~mature ~~periods~~on ~~ended~~July ~~September~~1, 282029, unless earlier converted, redeemed or repurchased. The November 2025 Note has an annual coupon interest rate of 12.0% ~~Stock-based~~which is payable semiannually in arrears on January ~~compensation~~1 ~~expense~~and ~~was~~July $1.5 ~~million~~of ~~and~~each ~~$4.~~year, beginning on January 1, ~~million~~2026. The November 2025 Note is convertible at the option of the holder at any time prior to the payment of the principal amount of the November 2025 Note in full. The conversion rate of the ~~thirteen~~November ~~and~~2025 ~~thirty-nine~~Note ~~week~~is ~~periods~~initially equal ~~ended~~to ~~September~~626.9592 29shares of the Company’s common stock per $1,000 ~~2024~~principal amount due under the November 2025 Note. AsThe conversion rate shall be subject to adjustment from time to time pursuant to the terms of ~~September~~the November 2025 Note. The Company may not redeem the ~~28,~~November 2025 Note prior to July 5, ~~unrecognized~~2026. ~~stock-based~~The ~~compensation~~conversion ~~costs~~option related to ~~service-based~~the ~~options~~November ~~and~~2025 ~~RSUs~~Note was ~~$1.6~~required ~~million~~to be bifurcated as a derivative liability, and the Company recorded a derivative liability of $291.45 million ~~respectively, and~~on ~~such~~the ~~compensation~~issuance ~~cost~~date iswith ~~expected~~a corresponding offset to bedebt ~~recognized~~discount. ~~over~~The aNovember ~~weighted-average~~2025 ~~period~~Note has an effective interest rate of ~~2.8~~71% ~~years~~as ~~and~~of ~~4.3~~March ~~years~~29, ~~respectively~~2025.

The carrying amount of the November 2025 Note was as follows (in thousands):

	As of
	March 29,			December 28,
	2026			2025
November 2025 Note principal amount	$	2,000		$	2,000
Less Unamortized debt discount		(1,483	)		(1,509	)
Net carrying amount of November 2025 Note	$	517		$	491

In the thirteen week period ended March 29, 2026, the total interest expense was less than $0.1 million and each of coupon interest and amortization of debt discount and issuance costs were less than $0.1 million.

January 2026 Note – related party

The Company received a deposit of $2.0 million from the Rodgers Revocable Trust, a related party, in the fiscal year ended December 28, 2025. In January 2026, the Company received an additional $1.3 million in proceeds from the Rodgers Revocable Trust. On January 29, 2026, the Company issued a convertible promissory note in the original principal amount of $3.3 million (the “January 2026 Note”) with respect to the aggregate proceeds received.

(The January 2026 Note bears an interest rate of 12).0% ~~Commitments~~and is a general unsecured obligation of the Company. The January 2026 Note will mature on July 1, 2029, unless earlier converted, redeemed or repurchased. Interest on the January 2026 Note is payable semiannually in arrears on January1 and ~~Contingencies~~July 1 of each year, beginning on July 1, 2026. The January 2026 Note is convertible at the option of the holder at any time prior to the payment of the principal amount of the January 2026 Note in full. The conversion rate of the January 2026 Note is initially equal to 540.5405 shares of the Company’s common stock per $1,000 of principal amount due under the January 2026 Note. The conversion rate is subject to adjustment from time to time pursuant to the terms of the January 2026 Note. The January 2026 Note has an effective interest rate of 61% as of March 29, 2025.

~~Warranty~~The ~~provision~~carrying amount of the January 2026 Note was as follows (in thousands):

Activity by period relating to the Company’s warranty provision was as follows (in thousands):

	As of
	March 29,
	2026
January 2026 Note principal amount	$	3,300
Less Unamortized debt discount		(2,262	)
Net carrying amount of January 2026 Note	$	1,038

	Thirty-Nine Weeks Ended
	September 28, 2025			September 29, 2024
Warranty provision, beginning of period	$	5,968		$	4,849
Accruals for new warranties issued		3,238			830
Settlements, other		(5,837	)		(932	)
Warranty provision, end of period	$	3,369		$	4,747
Warranty provision, current	$	1,229		$	1,425
Warranty provision, noncurrent		2,140			3,322

In the thirteen week period ended March 29, 2026, the total interest expense was $0.1 million and each of coupon interest and amortization of debt discount and issuance costs were less than $0.1 million.

~~Indemnification~~7.0% Senior ~~agreements~~Unsecured Convertible Notes

~~From~~On ~~time~~September to16, ~~time~~2024, inthe ~~its~~Company ~~normal~~entered ~~course~~into ofan ~~business,~~Indenture ~~the~~agreement with U.S. Bank Trust Company, ~~may~~National ~~indemnify~~Association, ~~other~~as ~~parties~~trustee (the “Indenture”), ~~with~~for ~~which~~the itissuance ~~enters~~of ~~into~~7.0% ~~contractual~~senior ~~relationships, including~~unsecured ~~customers,~~convertible ~~lessors,~~notes ~~and~~(“7.0% ~~parties~~Notes”). toThe ~~other~~7.0% ~~transactions~~Notes ~~with~~issued under the ~~Company~~Indenture bear interest at 7.0% ~~The~~per ~~Company~~annum, ~~may~~and ~~agree~~the tointerest ~~hold~~is ~~other~~payable ~~parties~~semiannually ~~harmless~~in arrears on January 1 and July 1 of each ~~against~~year ~~specific~~beginning ~~losses~~on January 1, ~~such~~2025. asThe ~~those~~principal ~~that~~is ~~could~~payable ~~arise~~in ~~from~~full ~~breach~~at ofmaturity ~~representation~~on July 1, ~~covenant~~2029. orHolders ~~third-party~~of ~~infringement~~the ~~claims~~7.0% It Senior Notes may convert ~~not~~all beor ~~possible~~any toportion ~~determine~~of ~~the~~their ~~maximum~~7% ~~potential~~Notes ~~amount~~at ofany ~~liability~~time, ~~under~~in ~~such~~integral ~~indemnification~~multiples ~~agreements~~of ~~due~~$1,000 toprincipal amount, at the ~~unique~~option ~~facts~~of the holder. ~~and~~Upon ~~circumstances~~conversion, ~~that~~the ~~are~~Company ~~likely~~may tosatisfy beits ~~involved~~conversion inobligation ~~each~~by ~~particular~~paying ~~claim~~or ~~and~~delivering, ~~indemnification~~as ~~provision.~~the ~~Historically~~case may be, ~~there~~cash, ~~have~~shares ~~been~~of common nostock ~~such~~or ~~indemnification~~a ~~claims.~~combination Inof ~~the~~cash ~~opinion~~and shares of ~~management~~common stock, ~~any~~at ~~liabilities~~the ~~resulting~~Company’s ~~from~~election, ~~these~~in ~~agreements~~the ~~would~~manner ~~not~~and ~~have~~subject ato ~~material~~the terms, conditions ~~adverse~~and ~~effect~~limitations onprovided in the ~~business,~~Indenture. ~~financial~~The ~~position,~~7.0% ~~results~~Senior Notes may be declared due and payable at the option of ~~operations,~~the orholder ~~cash~~upon ~~flows~~an event of default and upon a qualifying change of control event. There are no financial covenants. As described below, the Company has issued multiple tranches under this Indenture.

~~Settlement~~The conversion rate for the 7.0% Notes was initially 467.8363 shares of ~~dispute~~common stock per $1,000 principal amount of 7.0% Notes. The conversion rate for the 7.0% Notes is subject to adjustment from time to time in accordance with ~~SunPower~~the ~~Debtors~~terms ~~Bankruptcy~~of ~~Estate~~ the Indenture, and as of December 28, 2025 the 7.0% Notes were convertible at the rate of 584.7953 shares of common stock per $1,000 principal amount of the notes. In addition, upon a conversion of the 7.0% Notes, following certain corporate events that occur prior to the maturity date of the 7.0% Notes or if the Company delivers a notice of redemption in respect of the 7.0% Notes, the Company will, under certain circumstances, increase the conversion rate of the 7.0% Notes for a holder who elects to convert its 7.0% Notes following September 16, 2025, in connection with such a corporate event that occurs prior to the maturity date, or if the Company delivers a notice of redemption in respect of the 7.0% Notes.

~~Following the consummation of the acquisition of certain assets and assumption of certain liabilities of SunPower Debtors on~~ September ~~30, 2024,~~ ~~certain~~2024 matters pertaining to the acquisition were under dispute which included 1) amounts owed to and from the buyer and seller with respect to amounts in escrow related to the consideration transferred, 2) the right to the cash acquired in the acquisition, and 3) the right for the Company to sell and collect for certain solar systems that were acquired as a part of the acquisition that were sold or are to be sold to homebuilders within the New Homes Business. On June 25, 2025, all matters under dispute were resolved by the Company and the SunPower Bankruptcy Estate. Matters 1) and 2) were resolved such that no amounts will be paid (or received) by the Company. Matter 3) was resolved such that the Company has the right to sell the related inventory acquired and collect the underlying sales price for the sale of the solar system. In connection with each system sold, the Company is required to remit a portion of the sales price to the SunPower Bankruptcy Estate. The impact of the related settlement is not anticipated to be material. Notes

~~Legal~~The ~~matters~~ Company issued an aggregate of $80.0 million of 7.0% Notes to various lenders (the “September 2024 Notes”), of which the Company received cash proceeds in two tranches of $66.8 million and $13.0 million in fiscal 2024. The remainder was received in fiscal 2025.

The ~~Company~~cash isproceeds aof ~~party~~$66.8 tomillion ~~various~~included ~~legal~~$4.0 ~~proceedings~~million ~~and~~from ~~claims which arise in~~ the ~~ordinary~~Rodgers ~~course~~Family ofFreedom ~~business.~~and ~~The~~Free ~~Company~~Markets ~~records~~Charitable aTrust ~~liability~~(“Massey ~~when~~Charitable itTrust”), ~~is probable that~~ a ~~loss~~related ~~has~~party, ~~been incurred~~ and ~~the~~$4.0 ~~amount~~million offrom the ~~loss~~Rodgers ~~can~~Revocable beTrust ~~reasonably~~(collectively ~~estimated.~~with IfMassey ~~the~~Charitable ~~Company determines that~~Trust, a“Massey ~~loss~~Trusts”), isalso ~~reasonably~~a ~~possible~~related ~~and~~party. ~~the~~In ~~loss~~fiscal ~~or range of loss can be reasonably estimated~~2025, ~~the~~a ~~Company~~holder ~~discloses~~of ~~the reasonably possible loss~~$0.75 ~~The~~million ~~Company~~of ~~adjusts~~the ~~its~~September ~~accruals~~2024 toNotes ~~reflect~~became ~~the~~a ~~impact~~ member of ~~negotiations,~~the ~~settlements,~~Company’s ~~rulings,~~board ~~advice~~ of ~~legal~~directors ~~counsel~~ and ~~other information~~this ~~and~~note ~~events~~is ~~pertaining~~now deemed to abe ~~particular~~with ~~case.~~a ~~Legal~~related ~~costs~~party ~~are~~beginning ~~expensed~~in asfiscal ~~incurred~~2025. ~~Although~~As ~~claims~~the ~~are inherently unpredictable,~~$66.8 ~~the~~million ~~Company is not aware~~ of ~~any~~notes ~~matters~~were ~~that~~issued ~~may~~with ~~have~~ a ~~material~~debt ~~adverse~~discount ~~effect~~in onexcess of the ~~Company’s~~principal ~~business~~amount, ~~financial~~the ~~position, results~~initial ofnet ~~operations,~~carrying oramount ~~cash flows. The Company has a loss contingency for legal settlements~~ of ~~$9.2~~the ~~million and $7.7 million recorded~~September ~~within~~2024 ~~accrued~~Notes ~~expenses~~was ~~and~~zero. ~~other~~The ~~current~~debt ~~liabilities~~discount inis ~~its~~being ~~unaudited~~amortized ~~condensed~~on ~~consolidated~~a ~~balance~~straight-line ~~sheets~~basis atover ~~each~~the term of the September ~~28, 2025 and December 29,~~ 2024 Notes.

~~SolarPark~~In ~~litigation~~December 2024, the Company received proceeds of $13.0 million in a second tranche. The Company recognized a $10.9 million debt discount in connection with these additional proceeds. The effective interest rate on this tranche is 64% as of March 29, 2026.

InCertain ~~January~~holders ~~2023,~~of ~~SolarPark~~the ~~Korea~~September ~~Co.,~~2024 ~~LTD~~Notes ~~(“SolarPark”)~~exercised ~~demanded~~their ~~approximately~~rights ~~$80.0~~to ~~million~~convert ~~during~~this ~~discussions~~debt ~~between~~to shares of the Company’s ~~and~~common ~~SolarPark~~stock. In ~~February 2023,~~ the thirteen ~~Company~~week ~~submitted~~period ~~its~~ended ~~statement~~March of29, ~~claim~~2025 ~~seeking approximately~~ $262.48 million inof ~~damages against~~the ~~SolarPark.~~September ~~The~~2024 ~~ultimate~~Notes ~~outcome~~were ofconverted ~~this~~into ~~arbitration~~1.6 ismillion ~~currently~~shares ~~unknown~~of ~~and~~the ~~could~~Company’s common ~~result~~stock. inIn athe ~~material~~fiscal ~~liability~~year toended ~~the~~December ~~Company. However~~29, ~~the~~2025, ~~Company~~$14.7 ~~believes~~million ~~that~~of the ~~allegations~~September ~~lack~~2024 ~~merit~~Notes ~~and~~were ~~intends~~converted tointo ~~vigorously defend all claims asserted~~8.6 Nomillion ~~liability has~~shares ~~been~~of ~~recorded in~~ the Company’s ~~unaudited~~common ~~condensed consolidated financial statements as the likelihood of a loss is not probable at this time~~stock.

OnThe ~~March~~carrying ~~16,~~amount ~~2023, SolarPark filed a complaint against Solaria and the Company in the U.S. District Court for the Northern District~~ of ~~California (“~~the ~~court”).~~convertible ~~The~~September ~~complaint~~2024 ~~alleges~~Notes awas ~~civil~~as ~~conspiracy~~follows involving misappropriation of trade secrets, defamation, tortious interference with contractual relations, inducement to breach of contract, and violation of California’s Unfair Competition Law. The complaint indicates that SolarPark has suffered (in ~~excess of $220.0 million in damages.~~thousands):

On May 11, 2023, SolarPark filed a motion for preliminary injunction to seek an order restraining the Company from using or disclosing SolarPark’s trade secrets, making or selling shingled modules other than those produced by SolarPark, and from soliciting solar module manufacturers to produce shingled modules using Solaria’s shingled patents. On May 18, 2023, the Company responded by filing a motion for partial dismissal and stay. On June 1, 2023, SolarPark filed an opposition to the Company’s motion for dismissal and stay and a reply in support of their motion for preliminary injunction. On June 8, 2023, the Company replied in support of its motion for partial dismissal and stay. On July 11, 2023, the court conducted a hearing to consider SolarPark’s and the Company’s respective motions. On August 3, 2023, the court issued a ruling, which granted the preliminary injunction motion with respect to any purported misappropriation of SolarPark’s trade secrets. The court’s ruling does not prohibit the Company from producing shingled modules or from utilizing its own patents for the manufacture of shingled modules. The court denied SolarPark’s motion seeking a defamation injunction. The court denied the Company’s motion to dismiss and granted the Company’s motion to stay the entire litigation pending the arbitration in Singapore. On September 1, 2023, the Company filed a Limited Notice of Appeal to appeal the August 2023 order granting SolarPark’s motion for preliminary injunction. On September 26, 2023, Solaria filed a Notice of Withdrawal of Appeal and will not appeal the Court’s Preliminary Injunction Order. Between August 2023 and March 2024, the parties were engaged in discovery negotiations and the Company produced documents to SolarPark. The Company produced its last set of documents on March 14, 2024. On August 14, 2025, the Court held a virtual hearing and revived the case. SolarPark subsequently amended the complaint, and the Company responded on October 14, 2025, with a motion to dismiss the complaint in its entirety. The Company also believes it has valid counterclaims to pursue against SolarPark. The litigation remains ongoing.

	As of
	March 29,			December 28,
	2026			2025
September 2024 Notes	$	62,543		$	65,293
Less Unamortized debt discount		(43,797	)		(48,615	)
Net carrying amount of September 2024 Notes	$	18,746		$	16,678

NoIn ~~liability~~the ~~has~~thirteen ~~been~~week ~~recorded~~periods inended March 29, 2026 and March 30, 2025, total interest expense was $5.9 million and $5.0 million with coupon interest expense of $1.1 million and $1.4 million, respectively, and debt discount and issuance costs of $4.8 million and $3.6 million, respectively. Of the ~~Company’s~~coupon ~~unaudited~~interest ~~condensed~~expense, ~~consolidated~~related ~~financial~~party ~~statements~~interest asexpense was $0.2 million and $0.1 million in the ~~likelihood~~thirteen ofweek aperiods ended ~~loss~~March 29, 2026 and March 30, 2025, respectively. Related party amortization expense was $0.5 million and $0.5 million in the thirteen isweek ~~not~~periods ~~probable~~ended atMarch ~~this~~29, ~~time~~2026 and March 30, 2025, respectively.

~~Siemens~~September ~~litigation~~2025 Notes

On ~~July~~September 2221, ~~2021~~2025, ~~Siemens~~the ~~Government~~Company ~~Technologies,~~issued ~~Inc.~~an ~~(“Siemens~~additional ~~Government~~$22.0 ~~Technologies”)~~million ~~filed~~of athe ~~lawsuit~~7.0% ~~against~~Notes ~~Solaria Corporation~~(the in“September ~~Fairfax~~2025 ~~Circuit~~Notes”) ~~Court~~pursuant to (the ~~“Court”)~~Indenture into ~~Fairfax,~~various ~~Virginia~~parties. OnThe ~~July~~September ~~27,~~2025 ~~2023,~~Notes ~~Siemens~~contain ~~Government~~a ~~Technologies moved~~conversion tooption ~~amend~~which ~~the~~required ~~complaint~~bifurcation toand ~~add~~recognition of ~~Siemens~~a ~~Industry~~derivative, ~~Inc.~~and asthe Company recorded a ~~co-plaintiff.~~derivative ~~This~~liability ~~motion~~of ~~was~~$15.4 ~~granted~~million on ~~August~~the ~~25,~~issuance ~~2023~~date. OnThe ~~October~~Company ~~23,~~also recognized a ~~2023,~~$3.6 ~~Siemens~~million ~~Government~~debt ~~Technologies~~discount and ~~Siemens~~issuance ~~Industry~~costs ~~Inc.~~in ~~(collectively,~~connection ~~“Siemens”)~~with ~~and~~the ~~Solaria~~September ~~Corporation~~2025 ~~stipulated to~~Notes. ~~add~~The ~~Solar~~debt ~~CA,~~issuance ~~LLC~~costs asinclude aan ~~co-defendant.~~estimate of ~~Solaria~~the ~~Corporation~~value ~~and~~of ~~Solar~~a ~~CA,~~warrant ~~LLC~~issued ~~(collectively,~~in the ~~“Subsidiaries”)~~second ~~are~~quarter ~~both wholly-owned~~of ~~subsidiaries~~fiscal of2026 to the ~~Company.~~entity Inthat arranged the ~~lawsuit,~~financing. ~~Siemens~~The ~~alleged~~effective ~~that~~interest rate on the ~~Subsidiaries~~September ~~breached~~2025 ~~express~~Notes ~~and~~approximated ~~implied~~78% ~~warranties under~~as aof ~~purchase~~March ~~order~~29, ~~that~~2026. ~~Siemens~~The ~~placed~~net ~~with~~proceeds from the ~~Subsidiaries~~issuance ~~for~~of athe ~~solar~~September ~~module~~2025 ~~system.~~Notes were ~~Siemens~~principally ~~claimed~~used ~~damages~~to ofpay ~~approximately $6.9~~a ~~million,~~portion ~~inclusive~~ of ~~amounts of~~ the ~~Subsidiaries’~~cash ~~indemnity~~consideration ~~obligations~~for tothe ~~Siemens,~~Company’s ~~plus~~acquisition ~~attorneys’~~of ~~fees~~Sunder.

The carrying amount of the September 2025 Notes, inclusive of the fair value of the derivative liabilities was as follows (in thousands):

	As of
	March 29,			December 28,
	2026			2025
September 2024 Notes	$	22,000		$	22,000
Less Unamortized debt discount		(18,425	)		(18,646	)
Net carrying amount of September 2024 Notes	$	3,575		$	3,354

In the thirteen week period ended March 29, 2026, total interest expense was $0.6 million with coupon interest expense of $0.4 million and debt discount and issuance costs of $0.2 million.

On April 21, 2026, the Company entered into separately- and privately- negotiated exchange agreements (the “Exchange Agreements”) with certain holders of the 7.0% Notes to repurchase $21.25 million aggregate principal amount of outstanding 7.0% Notes in exchange for (i) an aggregate of 18.8 million shares of the Company’s common stock and (ii) approximately $0.5 of accrued interest payable under the exchanged 7.0% Notes. Refer to Note 18 – Subsequent Events for details.

OnPrincipal ~~February~~payments ~~22,~~due 2024, the Court issued an order against the Subsidiaries which awarded Siemens approximately $6.9 million, inclusive of the amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorneys’ fees, the amount of which would be determined at a later hearing. On March 15, 2024, Siemens filed a motion seeking to recover $2.67 million for attorneys’ fees, expenses, and pre-and post-judgment interest. The Company opposed Siemens’ motion for attorneys’ fees, expenses, and pre- and post-judgment interest on April 5, 2024. On June 17, 2024, the Court entered a final order which awarded Siemens a total of $2.0 million in attorneys’ fees and costs. The Company has appealed these judgments.

InThe ~~addition~~principal toamount ~~the~~of ~~above,~~all onshort ~~August~~and ~~19,~~long-term ~~2024~~debt, ~~Siemens~~excluding ~~applied~~capitalized ~~for~~contingent ~~the~~interest ~~enforcement to a sister state judgment~~ in ~~the~~connection ~~Superior~~with ~~Court of Alameda, California and~~ the ~~court~~July ~~entered a judgement in favor of Siemens. On December 9,~~ 2024, ~~Siemens moved to amend the judgment to add the Company as a judgement debtor. The Subsidiaries opposed the Siemens motion. On June 30~~Notes, ~~2025, the California court found that the Company~~is ~~should be added~~ as a judgment debtor party in California. In addition, the parties argued the appeal of the underlying Virginia litigation on July 24, 2025. On September 23, 2025, the Virginia Court of Appeals issued a decision on the appeal, affirming the original lower court decision and judgment against the Company. The Alameda County litigation has continued with several upcoming deadlines related to the already-noticed appeal and Siemens’ motion for fees and costs. The Company continues pursuing global settlement negotiations with Siemens.follows:

The Company recognized $6.9 million as a legal settlement loss related to this litigation as of December 31, 2023. In the thirteen week period ended September 28, 2025, the Company recorded an additional $1.1 million of expense within discontinued operations in its unaudited condensed consolidated statement of operations and comprehensive (loss) to bring the liability for legal settlement with Siemens to $8.0 million as of September 28, 2025. This liability is included within accrued expenses and other current liabilities in the Company’s unaudited condensed consolidated balance sheets.

	Principal payment
Fiscal year ending
Remainder of fiscal 2026	$	35,284
2027		4,056
2028		2,156
2029		141,894
Total	$	184,468

~~The Company recorded expense of $2.0 million within discontinued operations in its unaudited condensed consolidated statement of operations and comprehensive~~ (~~loss~~10) Other ~~in the thirty~~Non-~~nine~~Operating ~~week period ended September 29~~Income, 2024, for attorneys’ fees, expenses, and pre-judgment interest, and this liability was also recorded within accrued expenses and other current liabilities in the Company’s unaudited condensed consolidated balance sheets as of September 28, 2025, and December 29, 2024.Net

~~On December 4, 2025, the Company entered into~~Other anon-operating Settlement Agreement (“Settlement Agreement”) with Siemens to resolve a case in the Court and other related cases as well as to resolve potential claims related to Siemens’ Atwater Wastewater Treatment Plant. In exchange for full releasesincome, ~~the~~net ~~Company agreed~~consists ~~to pay Siemens $9.5 million spread across four payments to be made at the end~~ of ~~each calendar quarter during 2026. If~~ the ~~Company successfully~~following engages in any form of new financing or new debt worth $1.0 million or more, or successfully obtains shareholder approval for the issuance of additional shares in connection with the raise of additional funds and/or any merger or acquisition activity, the next due quarterly payment to Siemens (~~if any) becomes immediately due and payable. The settlement payment to Siemens is secured by a first-priority continuing security interest~~ in ~~$9.5 of Company collateral. This security interest is reduced on a one-to-one basis as the settlement payments are made.~~thousands):

Letters of credit

	Thirteen Weeks Ended
	March 29,			March 30,
	2026			2025
Gain on remeasurement of derivative liabilities⁽¹⁾	$	26,608		$	15,127
Change in fair value of forward purchase agreement liabilities⁽²⁾		(1,142	)		269
Change in fair value of SAFE Agreement with related party		(44	)		(20	)
Change in fair value of FACT public, private placement and working capital warrants		615			(1,092	)
Change in fair value of Notes valued at fair value		(320	)		—
Change in fair value of Deferred Sunder Consideration with related party		2,306			—
Change in fair value of Deferred Ambia Consideration		2,943			—
Other, net⁽³⁾		(205	)		292
Total Other non-operating income, net	$	30,761		$	14,576

~~The Company~~(1) ~~had~~Includes a gain of $37.5 million ~~of outstanding letters of credit related to normal business transactions as of September 28, 2025~~ and ~~December 29, 2024~~$3.7 ~~These~~million ~~agreements~~on ~~require~~ the ~~Company~~change ~~to maintain specified amounts of cash as collateral~~ in ~~segregated accounts to support~~ the ~~letters~~fair value of ~~credit~~derivative ~~issued~~liabilities ~~thereunder.~~with Asrelated ~~discussed~~parties in ~~Note~~the 2thirteen –weeks ~~Summary~~ended ofMarch ~~Significant Accounting Policies~~29, ~~the~~2026 ~~cash~~and ~~collateral in~~March ~~these~~30, ~~restricted~~2025, ~~cash accounts was $3~~respectively.8 ~~million~~Refer atto ~~each~~Note of9 ~~September~~– ~~28,~~Borrowings ~~2025~~ and ~~December~~Derivative ~~29,~~Liabilities ~~2024~~for details.

(132) ~~Income Taxes~~Includes income of $0.1 million due to related parties for the thirteen week period ended March 30, 2025.

~~As a~~(3) ~~result~~Includes of$0.1 ~~the~~million ~~Company’s~~income ~~history~~due ofto ~~net~~related ~~operating~~parties ~~losses,~~in the ~~Company has provided a full valuation allowance against its deferred tax assets. For each of the~~ thirteen week ~~periods~~period ended ~~September~~March 2830, 2025~~, and September 29, 2024, the Company recognized income tax expense of zero~~. ~~For the thirty-nine week periods ended September 28, 2025, and September 29, 2024, the Company recognized income tax expense of zero and eleven thousand dollars, respectively.~~

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025. The OBBBA contains significant changes to corporate taxation, including accelerated deductions for capital expenditures, expensing of research and development costs incurred in the US, and increased deductibility of interest expense. The Company is currently evaluating the impact of OBBBA, but does not expect a material provision would impact the effective tax rate.

(1411) ~~Basic~~Commitments and ~~Diluted Net Loss Per Share~~Contingencies

~~The~~Warranty ~~Company uses the two-class method to calculate net loss per share. No dividends were declared or paid in the thirteen and thirty-nine week periods ended September 28, 2025 and September 29, 2024.~~Provision

~~The~~Warranty ~~following~~activity ~~table~~by ~~sets~~period ~~forth~~was ~~the~~as ~~computation~~follows ~~of the Company’s basic and diluted net loss per share attributable to common stockholders for the thirteen and thirty-nine week periods ended September 28, 2025 and September 29, 2024~~ (in thousands~~, except share and per share amounts~~):

	Thirteen Weeks Ended						~~Thirty-Nine Weeks Ended~~
	September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
	March 29,			March 30,
Numerator:
	2026			2025
Net loss from continuing operations	$	(15,804	)	$	(77,958	)	$	(30,099	)	$	(101,433	)
Warranty provision, beginning of period	$	4,653		$	5,968
Net loss from discontinued operations		(1,100	)		—			(1,100	)		(2,007	)
Accruals for new warranties issued		236			526
Net loss	$	(16,904	)	$	(77,958	)	$	(31,199	)	$	(103,440	)
Settlements and other		—			(38	)
Denominator:
Warranty provision, end of period	$	4,889		$	6,456
Weighted average common shares outstanding, basic and diluted		84,904,228			75,348,627			82,036,790			61,868,747
Balance sheet classification
Net loss per share, basic and diluted:
Accrued warranty current (Classified in Accrued expenses and other current liabilities)	$	1,830		$	3,019
Continuing operations	$	(0.19	)	$	(1.03	)	$	(0.37	)	$	(1.64	)
Warranty provision, noncurrent		3,059			3,437
Discontinued operations		(0.01	)		—			(0.01	)		(0.03	)
Total warranty liability	$	4,889		$	6,456
Net loss	$	(0.20	)	$	(1.03	)	$	(0.38	)	$	(1.67	)

~~The~~Indemnification computation of basic net loss per share attributable to common stockholders is inclusive of warrants with an insignificant exercise price. The Company’s calculation of the weighted average shares outstanding is inclusive of 234,610 warrants with an insignificant exercise price (which assumes that the warrants were outstanding as of the beginning of the period or the date of the grant, whichever is earlier) for each of the thirteen and thirty-nine week periods ended September 28, 2025, respectively. The computation of diluted net loss per share attributable to common stockholders is the same for the thirteen and thirty-nine week periods ended September 28, 2025 and September 29, 2024 because the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented.Agreements

~~The~~From ~~following~~time ~~table~~to ~~presents~~time, in its normal course of business, the ~~potential~~Company ~~common~~may ~~shares~~indemnify ~~outstanding~~other parties with which it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that ~~were~~could ~~excluded~~arise from breach of representation, covenant or third-party infringement claims. It may not be possible to determine the ~~computation~~maximum potential amount of ~~diluted~~liability ~~net~~under ~~loss~~such ~~per~~indemnification ~~share~~agreements due to the unique facts ofand ~~common~~circumstances ~~stock~~that asare oflikely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. In the ~~periods~~opinion ~~presented~~of ~~because~~management, ~~including~~any ~~them~~liabilities resulting from these agreements would not have ~~been~~a ~~anti-dilutive:~~material adverse effect on the business, financial position, results of operations, or cash flows of the Company.

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2025		September 29, 2024		September 28, 2025		September 29, 2024
Common stock warrants		25,670,265		31,670,265		25,670,265		31,670,265
Stock options and RSUs issued and outstanding		34,256,501		14,170,385		34,256,501		14,170,385
Convertible notes		77,821,528		58,579,636		77,821,528		58,579,636
Third SAFE Agreement		2,750,000		—		2,750,000		—
Forward Purchase Agreements		6,720,000		—		6,720,000		—
Deferred consideration shares		6,666,666		—		6,666,666		—
Total potential common shares excluded from diluted net loss per share		153,884,960		104,420,286		153,884,960		104,420,286

Settlement of dispute with SunPower Debtors Bankruptcy Estate

Following the consummation of the acquisition of certain assets and assumption of certain liabilities of SunPower Debtors on September 30, 2024, certain matters pertaining to the acquisition were under dispute which included 1) amounts owed to and from the buyer and seller with respect to amounts held in escrow related to the consideration transferred, 2) the right to the cash acquired in the acquisition, and 3) the right for the Company to sell and collect for certain solar systems that were acquired as a part of the acquisition that were sold or are to be sold to homebuilders within the New Homes Business. On June 25, 2025, all matters under dispute were resolved by the Company and the SunPower Bankruptcy Estate. Matters 1) and 2) were resolved with such that no amounts were required to be paid (15or received) ~~Segment~~by ~~Information~~the Company. Matter 3) was resolved such that the Company has the right to sell the related inventory acquired and collect the underlying sales price for the sale of the solar system. In connection with each system sold, the Company is required to remit a portion of the sales price to the SunPower Bankruptcy Estate. The impact of the related settlement is not anticipated to be material.

~~The~~Legal segment information is presented on a basis that is consistent with the Company’s internal management reporting. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM manages the Company and reports financial results based on three reportable segments which are the same as the Company’s operating segments. The CODM evaluates the performance of these reportable segments and allocates resources to make operating decisions based on certain financial information, including segmented internal income/(loss) prepared on a basis consistent with U.S. GAAP. The measurement criteria is based on their operating revenue and operating income (loss) and excluding any corporate costs which are not allocatable to the operating segments. The CODM’s measurement criteria does not include segment assets. During the periods presented, the Company reported its financial performance through the following three reportable segments; Residential Solar Installation, New Homes Business and Sunder.Matters

~~Residential~~The ~~Solar~~Company ~~Installation~~is a party to various legal proceedings and claims which arise in the ordinary course of business. ~~This~~The ~~segment~~Company ~~performs~~records ~~solar~~a ~~system~~liability when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, ~~storage~~the Company discloses the reasonably possible loss. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and ~~battery~~other information ~~installations~~and events pertaining to a particular case. Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company is not aware of any matters that may have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows. The Company has a loss contingency for ~~residential~~legal ~~homeowners~~settlements of $9.5 million recorded within accrued expenses and other current liabilities on its consolidated balance sheets as of March 29, 2026, and December 28, 2025, respectively.

~~New~~SolarPark Homes Business. This segment is new, as a result of the SunPower Acquisition which occurred in the fourth quarter of fiscal 2024. The Company developed a method to allocate direct expenses for the respective reportable segments. This segment performs solar system installations for new home builders.Litigation

~~Sunder.~~In ~~This~~January ~~segment~~2023, isSolarPark ~~new~~Korea ~~beginning~~Co., inLTD ~~fiscal~~(“SolarPark”) ~~year~~demanded ~~2025,~~approximately as$80.0 amillion ~~result~~during ofdiscussions between the Company ~~Sunder~~and ~~Acquisition~~SolarPark. ~~which~~In ~~occurred~~February ~~late~~2023, in the ~~third~~Company ~~quarter~~submitted its statement of claim seeking approximately $26.4 million in damages ~~fiscal~~against ~~2025~~SolarPark. ~~This~~The ~~segment’s~~ultimate ~~principal~~outcome ~~activity~~of this arbitration is acurrently ~~solar~~unknown ~~energy~~and ~~sales~~could ~~force~~result in a material liability to ~~initiate~~the ~~and~~Company. However, ~~execute~~the ~~contracts~~Company ~~with~~believes ~~customers~~that ~~throughout~~ the ~~United~~allegations ~~States~~lack merit and intends to vigorously defend all claims asserted.

	Thirteen Weeks Ended
	September 28, 2025										September 29, 2024
(in thousands)	Residential Solar Installation			New Homes Business		Sunder		Total			Residential Solar Installation			New Homes Business		Sunder		Total
Operating revenues	$	38,579		$	27,116		4,310	$	70,005		$	5,536		$	—	$	—	$	5,536
Less:
Cost of revenues		20,984			13,329		3,652		37,965			8,693			—		—		8,693
Sales commissions		7,479			55		—		7,534			7,270			—		—		7,270
Sales and marketing		4,781			1,686		—		6,467			1,093			—		—		1,093
General and administrative(1)		12,240			9,243		—		21,483			18,450			—		—		18,450
Operating (loss) income from continuing operations		(6,905	)		2,803		658		(3,444	)		(29,970	)		—		—		(29,970	)
Reconciliation of segment (loss) income from continuing operations before income taxes:
Unallocated amounts:
Interest expense									(8,104	)									(2,338	)
Interest income									—										86
Other expense, net									(4,256	)									(65,684	)
Gain on extinguishment of debt									—										19,948
(Loss) from continuing operations before income taxes								$	(15,804	)								$	(77,958	)

On March 16, 2023, SolarPark filed a complaint against the Company in the U.S. District Court for the Northern District of California (“the Court”). The complaint alleges a civil conspiracy involving misappropriation of trade secrets, defamation, tortious interference with contractual relations, inducement to breach of contract, and violation of California’s Unfair Competition Law. The complaint indicates that SolarPark has suffered in excess of $220.0 million in damages.

~~(1)~~On May ~~For~~11, 2023, SolarPark filed a motion for preliminary injunction to seek an order restraining the ~~thirteen~~Company ~~weeks~~from ~~ended~~using ~~September~~or ~~28,~~disclosing ~~2025~~SolarPark’s trade secrets, ~~depreciation~~making or selling shingled modules other than those produced by SolarPark, and ~~amortization~~from ~~expense~~soliciting ~~was~~solar $1module manufacturers to produce shingled modules using Solaria’s shingled patents.0 ~~million~~On May 18, $02023, the Company responded by filing a motion for partial dismissal and stay.3 ~~million~~On June 1, 2023, SolarPark filed an opposition to the Company’s motion for dismissal and ~~zero~~stay and a reply in support of their motion for preliminary injunction. On June 8, 2023, the ~~Residential~~Company ~~Solar~~replied ~~Installation~~in support of its motion for partial dismissal and stay. On July 11, ~~New~~2023, ~~Homes~~the ~~Business~~Court conducted a hearing to consider SolarPark’s and ~~Sunder~~the ~~reportable~~Company’s ~~segments~~respective motions. On August 3, ~~respectively~~2023, the Court issued a ruling, which granted the preliminary injunction motion with respect to any purported misappropriation of SolarPark’s trade secrets. ~~For~~The Court’s ruling does not prohibit the ~~thirteen~~Company ~~weeks~~from ~~ended~~producing shingled modules or from utilizing its own patents for the manufacture of shingled modules. The Court denied SolarPark’s motion seeking a defamation injunction. The Court denied the Company’s motion to dismiss and granted the Company’s motion to stay the entire litigation pending the arbitration in Singapore. On September 291, 2023, the Company filed a Limited Notice of Appeal to appeal the August 2023 order granting SolarPark’s motion for preliminary injunction. On September 26, 2023, the Company filed a Notice of Withdrawal of Appeal and will not appeal the Court’s Preliminary Injunction Order. Between August 2023 and March 2024, ~~depreciation~~the parties were engaged in discovery negotiations and the ~~amortization~~Company ~~expense~~produced ~~was~~documents $0to SolarPark.3 ~~million~~The ~~for~~Company produced its last set of documents on March 14, 2024. On August 14, 2025, the Court ~~Residential~~held ~~Solar~~a ~~Installation~~virtual ~~reportable~~hearing ~~segment~~and revived the case. SolarPark subsequently amended the complaint, and the Company responded on October 14, 2025, with a motion to dismiss the complaint in its entirety. The Company also believes it has valid counterclaims to pursue against SolarPark.

	Thirty-Nine Weeks Ended
	September 28, 2025										September 29, 2024
(in thousands)	Residential Solar Installation			New Homes Business		Sunder		Total			Residential Solar Installation			New Homes Business		Sunder		Total
Operating revenues	$	114,097		$	101,862		4,310	$	220,269		$	20,068		$	—	$	—	$	20,068
Less:
Cost of revenues		67,388			55,930		3,652		126,970			21,834			—		—		21,834
Sales commissions		22,882			1,391		—		24,273			11,691			—		—		11,691
Sales and marketing		19,591			2,173		—		21,764			3,762			—		—		3,762
General and administrative(1)		32,782			19,600		—		52,382			29,789			—		—		29,789
Operating (loss) income from continuing operations		(28,546	)		22,768		658		(5,120	)		(47,008	)		—		—		(47,008	)
Reconciliation of segment (loss) income from continuing operations before income taxes:
Unallocated amounts:
Interest expense									(23,258	)									(8,230	)
Interest income									3										102
Other expense, net									(1,724	)									(66,234	)
Gain on extinguishment of debt									—										19,948
(Loss) from continuing operations before income taxes								$	(30,099	)								$	(101,422	)

The Court heard argument regarding the Company’s partial motion to dismiss on February 12, 2026. On April 8, 2026, the Court granted-in-part and denied-in-part the Company’s partial motion to dismiss. The Court denied the Company’s motion as to the breach of contract claim and granted the motion as to fraudulent inducement, tortious interference, and injunctive relief. The Court dismissed the tortious interference and injunctive relief claims with prejudice but granted SolarPark’s leave to amend its fraudulent inducement claim. On April 28, 2026, SolarPark filed a notice stating that it did not intend to amend its complaint to refile a fraudulent inducement claim. SolarPark now intends to proceed only on the surviving claims (misappropriation of trade secrets and breach of contract). On April 29, 2026, the Court set a case management conference for June 4, 2026, and a deadline for filing a joint case management statement by May 28, 2026. The Company intends to answer the complaint and file counterclaims.

~~(1)~~No liability Inhas ~~the~~been ~~thirty-nine~~recorded ~~weeks~~on ~~ended September 28, 2025, depreciation and amortization expense was $3.4 million, $0.9 million and zero for~~ the ~~Residential~~Company’s ~~Solar~~consolidated ~~Installation,~~financial ~~New~~statements ~~Homes~~as ~~Business and Sunder reportable segments, respectively. In~~ the ~~thirty-nine~~likelihood ~~weeks~~of ~~ended~~a ~~September~~loss ~~29,~~is ~~2024,~~not ~~depreciation~~probable ~~and~~at ~~amortization expense was $1~~this time.~~0 million for the Residential Solar Installation reportable segment.~~

Siemens Litigation

On July 22, 2021, Siemens Government Technologies, Inc. (“Siemens Government Technologies”) filed a lawsuit against Solaria Corporation in Fairfax Circuit Court (the “Circuit Court”) in Fairfax, Virginia. On July 27, 2023, Siemens Government Technologies moved to amend the complaint to add Siemens Industry Inc. as a co-plaintiff. This motion was granted on August 25, 2023. On October 23, 2023, Siemens Government Technologies and Siemens Industry Inc. (collectively, “Siemens”) and Solaria Corporation stipulated to add Solar CA, LLC as a co-defendant. Solaria Corporation and Solar CA, LLC (collectively, the “Subsidiaries”) are both wholly-owned subsidiaries of the Company. In the lawsuit, Siemens alleged that the Subsidiaries breached express and implied warranties under a purchase order that Siemens placed with the Subsidiaries for a solar module system. Siemens claimed damages of approximately $6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorneys’ fees.

~~(16)~~On ~~Related~~February ~~Party~~22, ~~Transactions~~2024, the Circuit Court issued an order against the Subsidiaries which awarded Siemens approximately $6.9 million, inclusive of the amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorneys’ fees, the amount of which would be determined at a later hearing. On March 15, 2024, Siemens filed a motion seeking to recover $2.67 million for attorneys’ fees, expenses, and pre-and post-judgment interest. The Company opposed Siemens’ motion for attorneys’ fees, expenses, and pre- and post-judgment interest on April 5, 2024. On June 17, 2024, the Circuit Court entered a final order which awarded Siemens a total of $2.0 million in attorneys’ fees and costs. The Company appealed these judgments.

~~Refer~~In addition to the ~~following~~above, ~~notes~~on toAugust ~~the~~19, ~~Company’s~~2024, ~~unaudited~~Siemens ~~condensed~~applied ~~consolidated~~for ~~financial~~the ~~statements~~enforcement ~~for~~to ~~details~~a ~~regarding~~sister state judgment in the ~~related~~Superior Court of Alameda, ~~party~~California ~~transactions~~and the court entered ~~into~~a byjudgement in favor of Siemens. On December 9, 2024, Siemens moved to amend the judgment to add the Company; ~~Note~~as 1(a) –judgement ~~Description~~debtor. ofThe ~~Business;~~Subsidiaries ~~Note~~opposed ~~2(i)~~the –Siemens ~~Summary~~motion. ofOn ~~Significant~~June ~~Accounting~~30, 2025, the California court found that the Company ~~Policies~~should –be ~~Changes~~added inas ~~related~~a ~~parties;~~judgment ~~Note~~debtor 4party –in ~~Fair~~California. ~~Value~~In ~~Measurements;~~addition, ~~Note~~the 6parties –argued ~~Accrued~~the ~~Expenses~~appeal ~~and~~of ~~Other~~the underlying Virginia litigation ~~Current~~on ~~Liabilities;~~July ~~Note~~24, 72025. –On ~~Other~~September ~~Expense~~23, ~~Net;~~2025, ~~Note~~the 8Virginia –Court ~~Capital~~of ~~Stock;~~Appeals ~~Note~~issued 9a –decision ~~Borrowings~~on ~~and~~the ~~Derivative Liabilities~~appeal, affirming the original lower ~~and~~court ~~Note~~decision 10and –judgment ~~SAFE~~against ~~Agreements~~the Company. ~~All~~The ~~other~~Alameda County litigation has continued with several upcoming deadlines related to ~~party~~the ~~transactions~~already-noticed ~~are~~appeal ~~described~~and ~~herein~~Siemens’ motion for fees and costs.

The Company ~~determined~~recognized ~~that~~$6.9 ~~SameDay~~million ~~Solar~~as ~~became~~ a ~~related~~legal ~~party~~settlement loss related to ~~the~~ ~~Company~~this ~~during~~litigation ~~fiscal~~as ~~year~~of ~~2024~~December 31, 2023. The Company’s ~~revenue~~recorded isadditional expense ~~net~~ of ~~dealer fees attributable to SameDay Solar of~~ $01.31 million and $12.60 million inwithin ~~the~~discontinued ~~thirteen~~operations ~~and~~in ~~thirty-nine~~the ~~week~~years ~~periods~~ ended ~~September~~December 28, 2025 and December 29, 2024, respectively, for attorneys’ fees, expenses, and pre-judgment interest related to this matter. The ~~Company’s~~legal ~~revenue~~settlement isliability ~~net~~associated ofwith ~~dealer~~this ~~fees~~matter ~~attributable~~is toincluded ~~SameDay~~within ~~Solar~~accrued ofexpenses ~~$1.6~~and ~~million~~other incurrent ~~each~~liabilities ofon the ~~thirteen~~Company’s ~~and~~consolidated ~~thirty-nine~~balance ~~week~~sheet ~~periods~~as ~~ended~~of December ~~September 29~~28, ~~2024~~2025.

On December 4, 2025, the Company entered into a global Settlement Agreement (17“Settlement Agreement”) with Siemens to resolve ~~Subsequent~~the ~~Events~~case and other related cases as well as to resolve potential claims related to Siemens’ Atwater Wastewater Treatment Plant. In exchange for full releases, the Company agreed to pay Siemens $9.5 million spread across four payments to be made at the end of each calendar quarter during 2026. If the Company successfully engages in any form of new financing or new debt worth $1.0 million or more, or successfully obtains shareholder approval for the issuance of additional shares in connection with the raise of additional funds and/or any merger or acquisition activity, the next due quarterly payment to Siemens (if any) becomes immediately due and payable (collective

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