DEF 14A of SunPower Inc., Feb 20, 2026

DEF 14A of SunPower Inc.

Filed Feb 20, 20260001213900-26-018830

Open on EDGAR
  1. The Sunder Member

    The Sunder Member The Sunder Member was the sole equity holder of Sunder Energy as of immediately prior to the Sunder Closing. There was no established trading marker for the equity interests of Sunder Energy. As a result of the transactions under the Sunder MIPA, Sunder Energy is now a wholly-owned subsidiary of SunPower.

  2. Certain Interests of the Sunder Member and the Sunder Member’s Equity Holders

    Certain Interests of the Sunder Member and the Sunder Member’s Equity Holders Certain key equity holders of the Sunder Member became our employees in connection with the acquisition of Sunder Energy. As a result of such employees’ ownership of equity interests in the Sunder Member, such employees have a material interest in the further equity- and cash-based consideration payable by SunPower to the Sunder Member pursuant to the Sunder MIPA. Those Sunder Members who are now our employees also received grants of restricted stock units from SunPower in connection with the Sunder Energy acquisition.

  3. Interests of SunPower’s Directors and Officers in the Sunder Energy Acquisition

    Interests of SunPower’s Directors and Officers in the Sunder Energy Acquisition The beneficial ownership of our common stock is as set forth in the section titled “Security Ownership of Certain Beneficial Owners and Management.” We expect that our directors and executive officers will vote their shares in favor of each of the proposals to be presented at the Special Meeting.

  4. The Ambia Member

    The Ambia Member The Ambia Member was the sole equity holder of Ambia Energy as of immediately prior to the closing under the Ambia MIPA. There was no established trading marker for the equity interests of Ambia Energy. As a result of the transactions under the Ambia MIPA, Ambia Energy is now a wholly-owned subsidiary of SunPower.

  5. Certain Interests of the Ambia Member and the Ambia Member’s Equity Holders

    Certain Interests of the Ambia Member and the Ambia Member’s Equity Holders Certain key equity holders of the Ambia Member became our employees in connection with the acquisition of Ambia Energy. As a result of such employees’ ownership of equity interests in the Ambia Member, such employees have a material interest in the further equity- and cash-based consideration payable by SunPower to the Ambia Member pursuant to the Ambia MIPA. Those Ambia Member who are now our employees, also received grants of restricted stock units from SunPower in connection with the Ambia Energy acquisition.

  6. Interests of SunPower’s Directors and Officers in the Ambia Energy Acquisition

    Interests of SunPower’s Directors and Officers in the Ambia Energy Acquisition The beneficial ownership of our common stock is as set forth in the section titled “Security Ownership of Certain Beneficial Owners and Management.” We expect that our directors and executive officers will vote their shares in favor of each of the proposals to be presented at the Special Meeting. To approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of our Common Stock as the Sunder Additional Consideration Shares pursuant to the Sunder MIPA in excess of the Sunder Consideration Share Limit