Form SCHEDULE 13D/A SunPower Inc. Filed by: Rodgers Thurman J

The address of each of the Reporting Persons is: 575 Eastview Way, Woodside, CA 94062.

Mr. Rodgers is the Chief Executive Officer, a member of the Board of Directors and the Executive Chairman of the Issuer.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Thurman J. Rodgers - United States Rodgers Capital LLC - Delaware Living Trust - California Charitable Trust - California Rodgers Trust - California Massey Trust - California

Mr. Rodgers, Rodgers Capital LLC and the Living Trust received, in the aggregate, 7,082,187 shares of Common Stock and 724,416 warrants to purchase Common Stock on July 18, 2023 upon the closing of the transactions contemplated by pursuant to that certain Business Combination Agreement, dated May 26, 2023, by and among Freedom Acquisition I Corp. ("FACT"), Jupiter Merger Sub I Corp., a Delaware corporation and wholly-owned subsidiary of FACT, Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of FACT, SunPower Inc. (f/k/a Complete Solaria, Inc. and Complete Solar Holding Corporation), a Delaware corporation, and The Solaria Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of the Issuer, as previously reported on a Form 4 filed with the SEC on July 20, 2023 (as amended on July 24, 2023). On December 3, 2023, the Issuer issued to Mr. Rodgers the Stock Options exercisable for an aggregate of 116,601 shares of Common Stock, and such options are fully exercisable. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on February 16, 2024, on January 31, 2024 the Issuer entered into a Simple Agreement for Future Equity with the Living Trust in connection with its $1.0 million investment in the Issuer (the "First Safe"). As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on February 16, 2024, on February 15, 2024 the Issuer entered into a Simple Agreement for Future Equity with the Charitable Trust in connection with its $3.5 million investment in the Issuer (the "Second Safe"). As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on April 22, 2024, on April 21, 2024 the Issuer entered into an amendment to the First Safe and the Second Safe pursuant to which the First Safe was converted into 4,166,666 shares of Common Stock, and the Second Safe was converted into 9,722,222 shares of Common Stock. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on May 17, 2024, on May 13, 2024 the Issuer and the Charitable Trust entered into Simple Agreement for Future Equity in connection with the Charitable Trust investing $1.0 million in the Issuer (the "May 2024 Safe"), and which was subsequently converted and exchanged into $1,000,000 principal amount of the 10% Notes issued to the Charitable Trust on April 23, 2026. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on July 8, 2024, on July 1, 2024 the Issuer issued $18.0 million aggregate principal amount of its the 12% Notes to the Living Trust. The 12% Notes are convertible at the option of the holder at a conversion rate initially equal to 595.2381 shares of Common Stock per $1,000 principal amount of the 12% Notes, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on September 12, 2024, on September 8, 2024 the Issuer issued $4.0 million aggregate principal amount of the 7% Notes to each of the Charitable Trust and the Living Trust. The 7% Notes are convertible at any time until the day before the maturity date of July 1, 2029 at a conversion rate of 584.7953 shares of Common Stock per $1,000 principal amount of the 7% Notes, subject to adjustment. On May 30, 2025, each of the Massey Trust and the Rodgers Trust purchased 150,000 shares of Common Stock at a weighted average price of $1.38, as previously reported on a Form 4 filed with the SEC on June 3, 2025. On June 2, 2025, each the Massey Trust and the Rodgers Trust purchased 10,589 shares of Common Stock, each at a weighted average price of $1.49, as previously reported on a Form 4 filed with the SEC on June 4, 2025. Subsequently, on June 3, 2025, each of the Massey Trust and the Rodgers Trust purchased 303,000 shares of Common Stock, each at a weighted average price of $1.68, as previously reported on a Form 4 filed with the SEC on June 5, 2025. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on July 16, 2025, on July 10, 2025 the Issuer issued an additional 12% Note (the "July 2025 Note") in the principal amount of $5.0 million to the Living Trust. The July 2025 Note is convertible at a conversion rate initially equal to 558.6592 shares of Common Stock per $1,000 principal amount of the July 2025 Note, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on November 24, 2025, on November 20, 2025, the Issuer issued an additional 12% Note (the "November 2025 Note") in the principal amount of $2.0 million to the Charitable Trust. The November 2025 Note is convertible at a conversion rate initially equal to 626.9592 shares of Common Stock per $1,000 principal amount of the November 2025 Note, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on January 30, 2026, on January 29, 2026 the Issuer issued an additional 12% Note (the "January 2026 Note") in the principal amount of $3.3 million to the Living Trust. The January 2026 Note is convertible at the option of the holder at a conversion rate initially equal to 540.5405 shares of Common Stock per $1,000 principal amount of the January 2026 Note, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on April 14, 2026, on April 8, 2026, the Issuer entered into a Simple Agreement for Future Equity with the Living Trust in connection with its $5.0 million investment in the Issuer (the "2026 Safe"), and which was subsequently converted and exchanged into $5.0 million principal amount of the 10% Notes. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on April 22, 2026, on April 21, 2026 the Issuer entered into Note Purchase Agreements with each of the Living Trust and the Charitable Trust to issue the trusts $5.0 million principal amount of the 10% Notes and $1.0 million principal amount of the 10% Notes, respectively. The 10% Notes were issued to the Living Trust and Charitable Trust on April 23, 2026 in consideration for the cancellation and exchange of the 2026 Safe and the May 2024 Safe. The 10% Notes are convertible at the option of the holder at a conversion rate initially equal to 610.3143 shares of Common Stock per $1,000 principal amount of the 10% Notes, subject to adjustment. As previously reported on the Issuer's Current Report on Form 8-K filed with the SEC on July 1, 2026, on July 1, 2026 the Issuer issued shares of Common Stock in exchange for interest payments otherwise payable pursuant to the 12% Notes, 10% Notes and 7% Notes, including such notes held by the Reporting Persons. As a result of such transactions, on July 1, 2026, the Issuer issued 633,250 shares of Common Stock to the Charitable Trust and 7,226,186 shares of Common Stock to the Living Trust, respectively.

The information set forth in Items 3 and 5 is hereby incorporated by reference in its entirety in this Item 4. As a director and officer and affiliate of the Issuer, Mr. Rodgers may have influence over the corporate activities of the Issuer; including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Subject to the Issuer's insider trading policies, Mr. Rodgers may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, Mr. Rodgers may engage in discussions with management, the Board and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or the relevant parties to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that may result in the delisting or deregistration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons retain the right to change their investment intent and may, from time to time, acquire additional shares of Common Stock or other securities of the Issuer, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Issuer, if any, beneficially owned by the Reporting Persons, in any manner permitted by law.

Collectively, the Reporting Persons beneficially own an aggregate of 59,160,705 shares of Common Stock representing 39.4% of the outstanding shares of Common Stock of the Issuer. The aggregate percentage of shares of Common Stock reported owned by the Reporting Persons is based upon 150,283,214 shares of Common Stock issued and outstanding as of June 22, 2026. The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. The information set forth in the cover pages and Item 2 are hereby incorporated by reference into this Item 5.

See Item 5(a) above.

The information in Item 3 is hereby incorporated by reference into this Item 5(c). Except as disclosed in this Statement, the Reporting Persons did not effect any transaction with respect to Common Stock during the past 60 days.

Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

N/A.

The information set forth in Item 3 is hereby incorporated by reference into this Item 6.

Exhibit 1 - Joint Filing Agreement Exhibit 2 - Form of SAFE (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on February 16, 2024 Exhibit 3 - Form of SAFE (May 2024) (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 22, 2024) Exhibit 4 - Form of Amendment to SAFE (2024) (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on May 17, 2024) Exhibit 5 - Form of Convertible Note dated July 1, 2024 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on July 8, 2024) Exhibit 6 - Form of Convertible Note Purchase Agreement dated July 1, 2024 (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the SEC on July 8, 2024) Exhibit 7 - Form of Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 26, 2024) Exhibit 8 - Convertible Promissory Note dated July 10, 2025 (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 16, 2025) Exhibit 9 - Convertible Promissory Note dated November 20, 2025 (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on November 24, 2025) Exhibit 10 - Convertible Promissory Note dated January 29, 2026 (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on January 30, 2026) Exhibit 11 - Simple Agreement for Future Equity dated April 8, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 14, 2026) Exhibit 12 - Affiliate Note Purchase Agreement dated April 21, 2026 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on April 22, 2026) Exhibit 13 - Form of Equity for Interest Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 1, 2026)