SPWR 10-K & 10-Q changes, risk factors and insider trading

Since our inception, we have incurred losses and negative cash flows from operations. We incurred a net lossesloss from continuing operations of $56.5$40.6 million and $269.6 million, duringin the fiscal yearsyear ended December 29,28, 20242025, and December 31, 2023, respectively, and hadhave an accumulated deficit of $411.4$456.7 million,million. We have accrued expenses and other current liabilities of $56.1$56.6 million, current debt of $1.5$24.3 million, and notes payable and derivative liabilities, net of current portion of $145.8$155.3 million, respectively, as of December 29,28, 2024,2025, as well as other current and long-term liabilities (including the $6.9$9.5 million liability we recorded relating to a litigation matter with Siemens). We had cash and cash equivalentsequivalents, excluding restricted cash, of $13.4 $9.6 million as of December 29,28, 2024,2025, which werewas held for working capital expenditures. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding, either through external financial transactions or cash flows generated from operations, to meet our obligations and finance our operations.

Our operations have consumed significant amounts of cash since inception. We expect to incur significant operating expenses as we continue to grow our business, including expenses incurred in connection with acquisitions and the further integration of acquired businesses, including the SunPower Businesses.Businesses, Sunder, Ambia and Cobalt. We believeanticipate that our operating losses and negative operating cash flows will continue into the foreseeable future.

We had cash and cash equivalentsequivalents, excluding restricted cash, of $13.4 $9.6 million as of December 29,28, 2024.2025. Our cash position raises substantial doubt regarding our ability to continue as a going concern for 12 months after the consolidated financial statements issuance. Further, we cannot guarantee that our business will generate sufficient cash flow from operations to fund our operations or liquidity needs. Over time, we expect that we will need to raise additional funds through the issuance of additional equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, any significant unplanned or accelerated expenses and new strategic investments.

To the extent that we raise additional capital by issuing equityequity, or convertible debt or other convertible securities, our existing stockholders may experience substantial dilution, and the terms of these issued securities may include liquidation or other preferences that adversely affect the rights of our existing common stockholders. For example, we may issue debt or equity securities under our shelf registration statement, through our at-the-market offering facility, through our existing equity line of credit with White Lion, through our standby equity purchase facility with Yorkville or we may issue additional debt or equity securities in private transactions. Any agreements for future debt or preferred equity financings, if available, may involve covenants limiting or restricting our ability to take specific actions, such as raising additional capital, incurring additional debt, making capital expenditures or declaring dividends. Our ability to use our at-the-market offering facility mayor beshelf registration statement are currently constrained by the size of our non-affiliate market capitalization, our trading volume and other factors, and there can be no assurance regarding the price at which we will be able to sell such shares, and any sales of our common stock under our at-the-market offering facilityfacility, and any offerings we might complete under our shelf registration statement, may be at prices that result in additional dilution to our existing stockholders. Further, as a result of our current ineligibility to use Form S-3, we currently cannot use our at-the-market offering facility or conduct securities offerings using our shelf registration statement. If we incur additional debt, the debt holders, together with holders of our outstanding Convertible Senior Notes and the Yorkville Notes (each as defined below), would have rights senior to holders of common stock to make claims on our assets, and the terms of any future debt could restrict our operations, including our ability to pay dividends on our common stock.

We have identified material weaknesses in our internal controls over financial reporting. As a result of these material weaknesses, we identified material errors to our interim results for the thirteen weeks ended March 30, 2025, the thirteen and twenty-six weeks ended June 29, 2025, and the thirteen and thirty-nine weeks ended September 28, 2025 (the “Prior Periods”) and we have determined that the Prior Periods included in our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2025, June 29, 2025, and September 28, 2025 should no longer be relied upon and should be restated. If we are unable to maintain effective internal controls over financial reporting and disclosure controls and procedures, the accuracy and timeliness of our financial and operating reporting may be adversely affected, and confidence in our operations and disclosures may be lost.

TheWe Company did not maintain controls to execute the criteria established in the COSO Framework for (i) the control environment, (ii) risk assessment, (iii) control activities, (iviii) information and communication, and (viv) monitoring activities.

Each of the control deficiencies identified below constitute a material weaknesses,weakness, either individually or in the aggregate.

Control Environment. TheOur Company did not maintain an effective control environment and identified the following material weakness: theour Company lacked appropriate policies and resources to develop and operate effective internal control over financial reporting and a lack of appropriate and consistent IT policies given the significant volume of financially relevant IT changes, which contributed to theour Company’s inability to properly analyze, record and disclose accounting matters timely and accurately.

Control Activities. TheOur Company did not design and implement effective control activities and identified the following material weakness:

Information and Communication. TheOur Company did not design and implement effective information and communication activities and identified the the following material weaknesses:

Monitoring Activities. TheOur Company did not design and implement effective monitoring activities and identified the following material weaknesses: (i) failure to adequately monitor compliance with accounting policies, procedures and controls related to substantially all areas of financial financial reporting; and (ii) failure to properly select, develop and perform ongoing evaluations of the components of internal controls (including the monitoring of service providers’ control environments).

We have taken certain steps, such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement our internal resources, to enhance our internal control environment and plan to take additional steps to remediate the material weaknesses. Although we plan to complete this remediation process as quickly as possible, we cannot estimate how long it will take. We cannot assureprovide assurance that the measures we have taken to date, and may take in the future, will be sufficient to remediate the control deficiencies that led to our material weakness in internal control over financial reporting or that such measures will prevent or avoid potential future material weaknesses.

If we are not able to maintain effective internal control over financial reporting and disclosureDisclosure controlsControls and procedures, or if material weaknesses are discovered in future periods, a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and timely report our financial position, results of operations, cash flows or key operating metrics, which could result in late filings of the annual and quarterly reports under the Exchange Act,Act (and which would limit our ability to use Form S-3 and make impact the availability of Rule 144), restatements of financial statements or other corrective disclosures, an inability to to access commercial lending markets, defaults under itsconvertible securednotes revolvingand creditoutstanding facilityloans and other agreements, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity.

We did not file thisour Annual Report on Form 10-K for the fiscal year ended December 29, 2024 within the timeframe required by the SEC.SEC, Accordingly,our Quarterly weReport haveon notForm remained10Q currentfor inthe quarter ended September 28, 2025 or the amendment required to our reportingCurrent requirementsReport originally filed withon September 26, 2025 relating to the SEC,Sunder andacquisition. Accordingly, we are not currently eligible to use a registration statement on Form S-3 that would allow us to continuously incorporate by reference our SEC reports into the registration statement, to use “shelf” registration statements to conduct offerings, or to use our at-the-market offering facility until approximately one year from the date we have regained and maintain status as a current filer. Our inability to use Form S-3 may significantly impair our ability to raise necessary capital to fund our operations and execute our strategy. If we seek to access the capital markets through a registered offering during the period of time that we are unable to use Form S-3, we may be required to publicly disclose the proposed offering and the material terms thereof before the offering commences, we may experience delays in the offering process due to SEC review of a Form S-1 registration statement and we may incur increased offering and transaction costs and other considerations. If we are unable to raise capital through a registered offering, we would be required to conduct our equity financing transactions on a private placement basis, which may be subject to pricing, size and other limitations imposed under the Nasdaq rules, or seek other sources of capital. The foregoing limitations on our financing approaches could prevent us from pursuing transactions or implementing business strategies that would be beneficial to our business.

On February 7, 2018, safeguard tariffs on imported solar cells and modules (“CSPV”) went into effect pursuant to Proclamation 9693, which approved recommendations to provide relief to U.S. manufacturers and impose safeguard tariffs on imported solar cells and modules, based on the investigations, findings, and recommendations of the U.S. International Trade Commission (the “International Trade Commission”). On February 4, 2022, then President Biden issued Proclamation 10339 extending the existing safeguard measures on U.S. imports of CSPV products products by an additional four years until February 6, 2026. SincePrior 2022,to the termination of the safeguard tariffs, modules arewere subject to a tariff rate of approximately 15%. Cells are were subjected to a tariff-rate quota, under which the first 5 GW of cell imports each year will be was exempt from tariffs, and cells imported after the 5 GW quota has beenwas reached will bewere subject to the same 14.75%approximately 15% tariff as modules in the first year, with the same 0.25% decline in each of the three subsequent years. The tariff-free cell quota appliesapplied globally, without any allocation by country or region.

The tariffs could materially and adversely affect our business and results of operations. While solar cells and modules based on interdigitated back contact technology technology remainwere excluded from these safeguard tariffs, our solar products based on other technologies continue to bewere subject to the safeguard tariffs, which will remain in placetariffs until February 6, 2026. Although we are actively engaged in efforts to mitigate the effect of these tariffs, there is no guarantee that these efforts will be successful.

In addition to the safeguard action, which imposes additional duties and tariffs rate quotas on solar panel and cell imports from all sources, solarSolar cells and panels from various countries arecontinue alsoto be subject to U.S. antidumping, and countervailing duty (AD/CVD) actions in the United States. The U.S. Department of Commerce (the “Department of Commerce”) maintains antidumping and countervailing duty orders on solar cells as well as panels produced in China. In 2022, the Department of Commerce found that solar product producers in Cambodia, Malaysia, Thailand, and Vietnam were circumventing the China AD/CVD actions. As a result, imports of solar products from these countries may be treated as if they are of Chinese origin and therefore subject to the aforementioned antidumping and countervailing duty orders. On June 6, 2022, then President Biden issued an Executive Order allowing U.S. solar installers to import solar modules and cells from Cambodia, Malaysia, Thailand and Vietnam free from certain duties for 24 months, along with other incentives designed to accelerate U.S. domestic production of clean energy technologies. This moratorium ended in June 2024 and China-wide AD/CVD action now applies to imports from those countries that contain Chinese-origin inputs. Additionally, on December 29, 2023, Auxin and Concept Clean Energy, Inc. filed suit in the U.S. Court of International Trade challenging the legal basis for the moratorium and implementing regulations. SeveralIn motionsAugust 2025 the Court of International Trade found the moratorium on the collection of AD/CVD duties to be unlawful and ordered retroactive collection of duties that should have been filedpaid toduring date,that period. The retroactive includingcollection aof motionduties towas dismissstayed bypending appeal. On February 9, 2026, the U.S. government,government whichwithdrew its appeal of that decision, but other parties continue to pursue the court rejected. If the suit proves successful, solar module importers could owe retroactive duties on goods that have already cleared customs.appeal. In addition, on May 15, 2024 the Department of Commerce and the U.S. International Trade Commission initiated antidumping and countervailing duty investigations of CSPV products from Cambodia, Malaysia, Thailand, and Vietnam. OnBoth Octoberthe Department 1of Commerce and Novemberthe U.S. International Trade Commission made affirmative findings for all countries. On June 24, 2025, the 29,Department 2024,of Commerce imposed antidumping and countervailing duty orders on CSPV products from all four countries. Duty rates range zero to over 100% antidumping duties and approximately 15% to over 3000% countervailing duties depending on the company and country. Antidumping and countervailing duties are assessed retroactively and thus final assessment of duties on imports made after June 2025 will be determined in future proceedings by the Department of Commerce announced its preliminary affirmative determinations in the antidumping duty and countervailing duty investigations, respectively. The final determinations are scheduled to be announced on or before April 21, 2025 Uncertainty surrounding the implications of existing tariffs affecting the U.S. solar market and potential trade tensions between the U.S. and other countries has caused and is likely to cause further market volatility, price fluctuations, supply shortages, and project delays, any of which could harm our business, and the pursuit of mitigating actions may divert substantial resources from other projects.Commerce.

Further, the Uyghur Forced Labor Prevention Act may inhibit importation of certain solar modules or components. In addition, the imposition of tariffs is likely to result in a wide range of impacts to the U.S. solar industry and the global manufacturing market, as well as our business in particular. Such tariffs could materially increase the price of our solar products and result in significant additional costs to the company,Company, its resellers, and the resellers’ customers, which could cause a significant reduction in demand for the company’sour solar power power products and greatly reduce our competitive advantage.

Our business depends in part on the availability of rebates, tax credits and other financial incentives. The expiration,OBBA eliminationhas ormaterially reductionreduced the availability of these rebates, credits or incentivesincentives, orwhich the ability to monetize them couldmay adversely impact our business.

The Inflation Reduction Act (“IRA”) extended and modified prior law applicable to U.S. federal tax credits that are available with respect to solar energy systems. Under the IRA, the following tax credits arewere generally available: (i) a production tax credit under Code Section 45 (for facilities that began areconstruction before January 1, 2025) and Code Section 45Y (for facilities that were place in service after December 31, 20252024) (the “PTC”)with respect into connectionelectricity withproduced the installation offrom certain solarqualifying facilities and energy storage technology,facilities, (ii) an investment tax credit under Code Section 48 (for facilities that begin construction before January 1, 2025) and Code Section 48E (for facilities that are placed in service after December 31, 2024 ) (the “ITC”) in connection with the installation of certain solar facilities and energy storage technology, and (iii) a residential clean energy credit (the “Section 25D Credit”) in connection with the installation of qualifying property that uses solar energy to generate electricity for residential use.

PriorWith respect to the IRA, the PTC forPTC, solar facilitiesenergy hadprojects phasedthat outbegan andconstruction wasbefore noJanuary longer1, available.2025 Thegenerally IRAremain reinstatedeligible for the PTC forunder Section solar45 facilities.(as amended by the IRA) and generally are not subject to the accelerated phaseouts or other limitations introduced by the OBBBA. The PTC available to a taxpayer in 2024 and prior taxable years under Code Section 45 generally is equal to a certain rate multiplied by the kilowatt hours of electricity produced by the taxpayer from solar energy at a facility owned by it and sold to an unrelated party during that taxable year. The base rates for the PTC under Code Section 45 is 0.3 cents (adjusted for inflation). This rate is increased to 1.5 cents (adjusted for inflation) for projects that (i) have a maximum net output of less than one megawatt (measured in alternating current), (ii) begin construction before January 29, 2023, orand (iii) meet certain prevailing wage and apprenticeship requirements. It also may be increased for projects that include a certain percentage of components that were produced in the U.S., projects that are located in certain energy communities,U.S. and projects that are located in certain energy communities, in low-incomeeach communities.case The PTC under Code Section 45Y, the successorsubject to Code Section 45 that is applicable for taxable years after 2024, generally is similar to the PTC under Code Section 45 but includes certain different termsrequirements and qualificationIRS requirements.guidance.

The PTC under Code Section 45Y is45Y, the successor to Code Section 45 that is applicable for facilities placed in service after December 31, 2024, generally is similar to the tax creditPTC under Code Section 45 but includes certain different terms and isqualification applicable for taxable years after 2024.requirements. The PTC amount under Code Section 45Y generally is equal to the PTC outlined above that is available underfor Code Section 45, including providingthe foravailability of the same increased credit rates under the same circumstances. The PTC under Code Section 45Y applies to kilowatt hours of electricity produced at a “qualified facility,” which generally is a facility, such as a solar energy facility, that generates electricity and has a greenhouse gas emission rate that is not greater than zero. The tax credit phases out over four years based on the later of either the U.S. Treasury determining that the annual greenhouse gas emission from the production of electricity in the U.S. is equal to or less than 25% of the annual greenhouse gas emissions from the production of electricity in the U.S. for 2022 or 2032. The credit is phased out from 100% for construction beginning in the first calendar year after such date to 75% in the second year, 50% in the third year, and 0% in the fourth year. A facility is not eligible for the PTC under Code Section 45Y if a tax credit already is allowed with respect to the facility under Code Section 45, 48 or 48E, or certain other tax credit provisions, for the taxable year or any prior taxable year.

With respect to the ITC, solar energy projects that began construction before January 1, 2025 generally remain eligible for the ITC under Section 48 and are not subject to the accelerated phaseouts or other limitations introduced by the OBBBA. The ITC available under Code Section 48E is the successor provision of Code Section 48 and is applicable for taxableinvestments yearsin facilities placed in service after December 31, 2024. The ITC under Code Section 48 48E generally is equalsimilar to the ITC outlined above under Code Section 48,48 in structure, including generally providing for the same increased credit rates under the same circumstances. The ITC under Code Section 48E applies to investments in a “qualified facility” and “energy storage technology”. A “qualified facility” for these purposes generally is the same as described above for the PTC under Code Section 45Y and “energy storage technology” is defined by reference to such term in Code Section 48. The ITC available under Code Section 48E includes the same phase out schedule as outlined above with respect to the PTC under Code Section 45Y. The ITC under Code Section 48E is subject to recapture if the Internal Revenue Service determines that the greenhouse gas emissions rate for the facility exceeds a certain threshold. A facility is not eligible for the ITC under Code Section 48E if a tax credit already is allowed with respect to the facility under Code Section 45, 45Y or 48, or certain other tax credit provisions, for the taxable year or any prior taxable year.

TheUnder the IRA, the Section 25D Credit available to a taxpayer is equal to the “applicable percentage” of expenditures for property that uses solar energy to generate electricity for use in a dwelling unit located in the U.S. and used as a residence by the taxpayer. The applicable percentage is 26% for such systems that are placed in service before January 1, 2022, 30% for such systems that are placed in service after December 31, 2021 and before January 1, 2033, 26% for such systems that are placed in service inbefore 2033,January 1, 2022 and 22%30% for such systems that are placed in service inafter 2034. TheDecember 31, 2021. As modified by the OBBBA, the Section 25D Credit isterminated scheduledwith respect to expireexpenditures effectivemade after JanuaryDecember 1,31, 2035.2025, and an expenditure generally is treated as made when the original installation of the property is completed (or, in certain cases, when construction or reconstruction is completed and the taxpayer’s original use of the structure begins). The availabilityunavailability of the Section 25D Credit mayfor systems when installation is completed after December 31, 2025 likely will impact the prices prices of itsour solar energy systems and overall value proposition our solar systems provide to customers.

ReductionsThe OBBBA in,has eliminations of,materially orreduced expirations of,the governmental incentives couldavailable to participants in the solar industry, which is likely to adversely affect impactthe results of our operations and our ability to compete in this industry by increasing the cost of capital, causing us to increase the prices of our energy and solar energy systems and reduce the size of our addressable market. Even where incentives remain available, evolving statutory requirements and administrative guidance may create uncertainty, increase compliance costs, and delay or reduce tax credit financing, which could disrupt project timelines and harm our liquidity.

TheMoreover, the U.S. federal tax credits discussed above have certaincomplex legal and operational requirements, including with respect to “beginning of construction” and placed-in-service requirements. There also may be uncertainty as to how such requirements promulgated under the IRA or the OBBBA are interpreted. If Internal Revenue Service guidance regarding implementation of the IRA or the OBBBA is viewed by investors as unclear, tax credit financing may be delayed or downsized, harming our ability to secure financing for customers. Our failure to either (i) interpret the new requirements under the IRA and the OBBBA regarding among other things, timing of construction, prevailing wage, apprenticeship, domestic content, siting in an “energy community,” accurately or (ii) adequately update our supply-chain, manufacturing, installation, and record-keeping processes to meet such requirements, may result a partial or full reduction in the related U.S. federal tax benefit, and our customers, financiers and shareholders may require us to indemnify them for certain of such reductions.

Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which generally would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including providing only two years of audited financial statements, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation our periodic reports and proxy statements.statements, unless we are also an accelerated filer, in which case different requirements will apply.

We utilize a limitedAny number of suppliers of solar panels and other system components to adequately meet anticipated demand for our solar service offerings. Any shortage, delay or component price change from these suppliers or delays and price increases associated with the product transport logistics logistics could result in sales and installation delays, cancellations and loss of market share.

We purchase solar panels, inverters and other system components from a limited number of suppliers for certain components,components; whichhowever, makeswe usmay be susceptible to quality issues, shortages and price changes. If we fail to develop, maintain and expand relationships with existing or new suppliers, we may be unable to adequately meet anticipated demand for our solar energy systems or may only be able to offer our systems at higher costs or after delays. If one or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production, we may be unable to satisfy this demand due to an inability to quickly identify alternate suppliers or to qualify alternative products on commercially commercially reasonable terms.

Despite efforts to obtain components from multiple sources whenever possible, many suppliers may be single-source suppliers of certain components. If we cannot maintain long-term supply agreements or identify and qualify multiple sources for components, access to supplies at satisfactory prices, prices, volumes and quality levels may be harmed. We may also experience delivery delays of components from suppliers in various global locations. locations. In addition, while there are alternative suppliers and service providers that we could enter into agreements with to replace its our suppliers on commercially reasonable terms, we may be unable to establish alternate supply relationships or obtain or engineer replacement components components in the short term, or at all, at favorable prices or costs. Qualifying alternate suppliers or developing our own replacements for certain components may be time-consuming and costly and may force us to make modifications to our product designs.

Our business substantially focuses on solar service agreements and transactions with residential customers. Our energy system sales to homeowners utilize power purchase agreements (“PPAs”), leases, loans and other products and services. We currently offer PPAs and leases through Goodleap LLC, LightReach, Mosaic, EverBright, LLC, Dividend Solar Loan Company and other financial institutions. If we were unable to arrange new or alternative financing methods for PPAs and leases on favorable terms, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

We have experienced significant growth in recent periods (including through the integration of acquired companies) as measured by our number of customers;customers, and we intend to continue efforts to expand our business within existing and new markets. This growth (including these integration activities) has placed, and any future growth may place, a strain on management, operational and financial infrastructure. Our growth requires our management to devote a significant amount of time and effort to maintain and expand relationships with customers, dealers and other third parties, attract new customers and dealers, arrange financing for growth and manage expansion into additional markets.

We have incurred net losses in the past, including $56.5a net loss from continuing operations of $44.3 million in the fiscal year ended December 29,28, 2024,2025, and we have an accumulated deficit of $411.4$456.7 million as of December 29,28, 2024. 2025. Additionally, as of December 29,28, 2024,2025, we had long-termcurrent indebtedness of $145.8$24.3 million and long-term indebtedness, including derivative liabilities, net of current of $155.3 million. We will continue to incur net losses as spending increases to finance the expansion of operations, installation, engineering, administrative, sales and marketing staffs, spending increases on brand awareness and other sales and marketing initiatives and implement internal systems and infrastructure to support the company’sCompany’s growth. We do not know whether revenue will grow rapidly enough to absorb these costs, and our limited operating history makes it difficult to assess the extent of these expenses or their impact on results of operations. Our ability to achieve profitability depends on a number of factors, including but not limited to:

The solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with large utilities. Our primary competitors are the traditional utilities that supply energy to potential customers. We compete with these utilities primarily based on price, predictability of price and the ease by which customers can switch to electricity generated by our solar energy systems. If we cannot offer compelling value to its customers based on these factors, then our business will not grow. Utilities generally have substantially greater financial, technical, operational and other resources than us. As a result of their greater size, these competitors may be able to devote more resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. Utilities could also offer other value added products and services that could help them compete with us even if the cost of electricity they offer is higher than ours. In addition, a majority of utilities’ sourcesdiversified ofgeneration electricity are non-solar, whichportfolios may allow utilities to sell electricity more cheaply than electricity generated by our solar energy systems.

Defaults by customers and the financial institutions that fund some of our customers’ solar systems have not been material to date, but we expect that the risk of customer defaults or financial partner defaults may increase as we grow our business. For example, Sunnova Energy International, Inc. (“Sunnova”), a major provider of financing for solar systems, announced that substantial doubt exists regarding its ability to continue as a going concern. While Completethe SolarCompany does not use Sunnova for any of its customer financing, if any of our financing partners experience liquidity concerns or stop funding projects, we may incur significant losses or project delays. If any of our customers are unable to make milestone payments on systems purchased in cash, our revenue and costs could be adversely affected. If economic conditions worsen, certain of our customers or finance partners may face liquidity concerns and may be unable to satisfy their payment obligations to us on a timely basis or at all, which could have a material adverse effect on our financial condition and results of operations.

We may not realize the anticipated benefits of past or future acquisitions, including the transactions under the APAasset purchase agreement with SunPower,the SunPower Debtors, the Sunder Acquisition, the Ambia Acquisition, and the Cobalt Acquisition and integration of these acquisitions acquisitions may disrupt our business.

In November 2022, we acquired The Solaria Corporation (“Solaria”), after which Complete Solar was renamed “Complete Solaria, Inc.” In October 2023, we subsequently sold solar panel assets of Solaria, including intellectual property and customer contracts, to Maxeon Solar Technologies, Ltd., which resulted in an impairment loss of $147.5 million and loss on disposal of $1.8 million. On September 30, 2024, we completed the acquisition of the Acquired SunPower Assets under the APA with SunPower,the SunPower Debtors, which resulted in our acquisition of the SunPower Businesses and a significant expansion of our business operations and headcount. On September 21, 2025, we entered into an agreement to acquire Sunder and completed the Sunder Acquisition effective September 24, 2025. On November 21, 2025, we entered into an agreement to acquire Ambia and completed the Ambia Acquisition on November 21, 2025. We completed the acquisition of Cobalt on February 2, 2026. In the future, we may acquire additional companies, project pipelines, products, or technologies, or enter into joint ventures or other strategic initiatives. Our ability as an organization to integrate acquisitions is unproven. We may not realize the anticipated benefits of our acquisitions or any other future acquisition or the acquisition may be viewed negatively by customers, financial markets or investors.

Consumer personal privacy and data security have become significant issues and the subject of rapidly evolving regulation in the U.S. Furthermore, federal, state and local government bodies or agencies have in the past adopted, and may in the future adopt, more laws and regulations affecting data privacy. For example, the state of California enacted the California Consumer Privacy Act of 2018 (“CCPA”) and California voters recently approved the California Privacy Rights Act (“CPRA”). The CCPA creates individual privacy rights for consumers and places increased privacy and security obligations on entities handling the personal data of consumers or households. The The CCPA went into effect in January 2020 and it requires covered companies to provide new disclosures to California consumers, provides such consumers, business-to-business contacts and employees new ways to opt-out of certain sales of personal information, and allows for a new private right of action for data breaches. The CPRA modifies the CCPA and imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. The CCPA and the CPRA may significantly impact Completethe Solaria’sCompany’s business activities and require substantial compliance costs that that adversely affect its business, operating results, prospects and financial condition. To date, we have not experienced substantial compliance compliance costs in connection with fulfilling the requirements under the CCPA or CPRA. However, we cannot be certain that compliance costs will not increase in the future with respect to the CCPA and CPRA or any other recently passed consumer privacy regulation.

In addition, we may be unable to transfer personal data from Europe and other jurisdictions to the U.S. or other countries due to data localization requirements or limitations on cross-border data flows. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the United Kingdom have significantly restricted the transfer of personal data to the U.S. and other countries whose privacy laws it believes are not adequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross- border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the U.S. in compliance with law, such as the EEA and UK’s standard contractual clauses, these mechanisms are subject to legal challenges, and there is no assurance that Completethe SolariaCompany can satisfy or rely on these measures to lawfully transfer personal data to the U.S. If there is no lawful manner for us to transfer personal data from the EEA, the UK, or other jurisdictions to the U.S., or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of its operations, the need to relocate part of or all of its business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against its processing or transferring of personal data necessary to operate its business. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the EU GDPR’s cross-border data transfer limitations.

If we fail to comply with laws and regulations relating to interactions by the companyCompany or its dealers with current or prospective residential customers, customersit could result in negative publicity, claims, investigations and litigation and adversely affect financial performance.

We depend significantly on our reputation for high-quality products, excellent customer service and the brand name “Complete SolariaSunPower” to attract new customers and grow our business. If we fail to continue to deliver solar energy systems or energy storage systems within the planned timelines, if our offerings do not perform as anticipated or if we damage any of our customers’ properties or delays or cancels projects, our brand and reputation could be significantly impaired. Future technological improvements may allow the company to offer lower prices or offer new technology to new customers; however, technical limitations in our current solar energy systems and energy storage systems may prevent us from offering such lower prices or new technology to existing customers.

In addition, if we were to no longer use, lose the right to continue to use or if others use the “Complete SolariaSunPower” brand, we could lose recognition in the marketplace among customers, suppliers and dealers, which could affect our business, financial condition, results of operations and would require financial and other investment and management attention in new branding, which may not be as successful.

We rely heavily on the services of our key executive officers and other key employees, in particular Thurman J. Rodgers, and the loss of services of any principal member of the management team or other key employees could adversely affect our operations. There have been, and from time to time there may continue to be, changes in our management team resulting from the hiring or departure of executives and key employees, or the transition of executives within our business, which could disrupt our business. For example, during 20232024, 2025 and 2024,early 2026, we had turnover in key positions, including our Chief Executive Officer and our Chief Financial Officer. As a result of the SunPower Acquisition, the Sunder Acquisition, the Ambia Acquisition and the Cobalt Acquisition, we also appointed new employees to key positions and restructured our management reporting lines. Such changes in our executive management team or workforce may be disruptive to our business, divert management’s attention, result in a loss of knowledge and negatively impact employee morale. If we encounter further turnover or difficulties associated with the transition or departure of our executive officers and key employees, or if we are unsuccessful in recruiting new personnel or in retaining and motivating existing personnel, our operations may be disrupted, which could harm our business.

We are involved in claims, claims and legal proceedings that arise from normal business activities. In addition, from time to time, third parties have asserted and may in the future assert claims against us. We evaluate all claims, lawsuits and investigations with respect to their potential merits, our potential defenses and counter claims, settlement or litigation potential and the expected effect on us. In the event that we are involved in significant disputes, including the legal claims noted below, or are the subject of a formal action by a regulatory agency, we could be exposed to costly and time-consuming legal proceedings that could result in any number of outcomes. Although outcomes of such actions vary, any claims, proceedings or regulatory actions initiated by or against us whether successful or not, could result in expensive costs of defense, costly damage awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication of management time, diversion of significant operational resources or some other harm to the business. In any of these cases, our business, financial condition or results of operations could be negatively impacted. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Depending on the nature and timing of any such controversy, an unfavorable resolution of a matter could materially affect our future business, financial condition or results of operations, or all of the foregoing, in a particular quarter.

See “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 19.12 - Commitments and Contingencies” for a further discussion of the legal claims summarized therein.

In addition to the other information provided in Note 19,12, on February 22, 2024, the court in the case issued an order against certain subsidiaries of the Company which awarded Siemens approximately $6.9 million. 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. We have appealed these judgments. On August 19, 2024, Siemens applied for the enforcement to a sister state judgment in the Superior Court of Alameda, California and the court entered a judgement in favor of Siemens. On December 9, 2024, Siemens moved to amend the judgment to add Completethe Solaria, Inc.Company as a judgement debtor. Our subsidiaries opposed the Siemens motion. The court heard the motion by submission on April 3, 2025, but has not yet issued a ruling. The Company recognized $6.9 million as a legal loss related to this litigation in 2023, and in 2024, the Company recorded an additional accrual for $2.0 million for attorneys’ fees, expenses, and pre-judgment interest, in accrued expenses and other current liabilities within its consolidated balance sheet as of December 29, 2024. This legal loss was recognized in fiscal 2024 in loss from discontinued operations, net of tax on the consolidated statements of operations and comprehensive loss. The Company recorded ahad liability of $6.9 million recorded as a legal loss related to this litigation, excluding amounts for attorneys’ fees and costs, in accrued expenses and other current liabilities within its consolidated balance sheets sheet at each of December 29, 20242024. On December 4, 2025, the Company entered into a Settlement Agreement with Siemens Government Technologies, Inc. and DecemberSiemens 31,Industry, 2023.Inc. to resolve a case in the Circuit Court of Fairfax County, Virginia 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 fiscal 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. The settlement payment to Siemens is secured by a first-priority continuing security interest in $9.5 million of Company collateral. This security interest is reduced on a one-to-one basis as the settlement payments are made.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time- consuming. A number of those requirements will require us to carry out activities we had not done previously.

If any issues in complying with those requirements are identified (for example, if we or the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on ourthe boardSunPower of directorsBoard or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Our directors,Directors, executive officers and each of our 5% stockholders and their affiliates, in the aggregate, beneficially own approximately 28.2%30% of the outstanding shares of of our common stock, based on the number of shares outstanding as of MarchApril 31,1, 2025.2026 (including all convertible securities and securities that such holders have the right to acquire within 60 days following April 1, 2026). As a result, these stockholders, if acting together, will will be able to significantly influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

Our Company was originally incorporated in Delaware as Complete Solar, Inc. on February 22, 2010. In 2022, Complete Solar, Inc. implemented a holding company reorganization creating Complete Solar Holding Corporation (“Complete Solar Holding”) as successor to Complete Solar, Inc. Complete Solar Holding then acquired The Solaria wasCorporation formed in November 2022 throughand thewe mergerchanged ofour name to Complete SolarSolaria, Inc. and Solaria. Founded in 2010, Complete SolarWe created a technology platform to offer clean energy products to homeowners by enabling a national network of sales partners and build partners. Our sales partners generate solar installation contracts with homeowners on our behalf. To facilitate this process, we provide the software tools, sales support and brand identity to our sales partners, making them competitive with national providers. This turnkey solution makes it easy for anyone to sell solar.

There is substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The consolidated financial statements included in this Annual Report on Form 10-K have been prepared assuming that the Companywe 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.

The Mergers between Complete Solaria and FACT has beenwere accounted for as a reverse recapitalization. Under this method of accounting, FACT is was treated as the acquired company for financial statement reporting purposes. This determination was primarily based on the Company having a majority of the voting power of the post-combination company, the Company’s senior management comprising substantially all of the senior management of the post-combination company, and the Company’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Mergers have beenwere treated as the equivalent of a capital transaction in which Complete Solaria isissued issuing stock for the net assets of FACT. The net assets of FACT have beenwere stated at historical cost, with no goodwill or other intangible assets assets recorded.

In October 2023, we completed the divestiture of our solar panel business to Maxeon (“Divestiture”), pursuant to the terms of the Disposal Agreement. Under the terms of the Disposal Agreement, Maxeon agreed to acquire certain assets and employees of Complete Solaria, for an aggregate purchase price of approximately $11.0 million consisting of 1,100,000 shares of Maxeon ordinary shares. We determined that the criteria were met for discontinued operations classification as the divestiture represented a strategic shift in our business. In connection with the Divestiture, we recognized a loss from discontinued operations of $1.1 million, $2.0 million and $173.4 million in the fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023, respectively. We also sold all the Maxeon shares in the year ended December 31, 2023, and recorded a $4.2 million loss on the sale of these shares in our consolidated statements of operations and comprehensive loss.

Financing of the AcquisitionAcquisitions

CompleteOn SolariaSeptember 30, 2024, we acquired the SunPower Businesses for consideration of $54.5 million which we financed through the Acquisitionissuance byof issuing$66.8 7%million of 7.0% senior unsecured convertible senior notes (“September 2024 Notes”) in September 2024,2024. These which are due in 2029. The September 2024 Notesnotes mature on July 1, 2029 and are convertible into shares of the Company’s common stock at the option of the holder at ata acurrent conversion rate of $2.14$1.71 per share. The SeptemberSunPower 2024Businesses Notesoperated willas becomea immediatelysolar duetechnology and payableenergy atservices theprovider optionthat offered offully theintegrated holder solar, storage, and home energy solutions to customers in the eventUnited States through an array of defaulthardware, software, and upon“Smart Energy” solutions. This transaction was accounted for as a qualifyingbusiness changecombination ofunder controlAccounting event.Standards Codification (“ASC”) 805, Business Combinations.

Cost Costs of Revenues

Cost of revenues is comprised primarily of cost of material, internal labor costs, third-party subcontractors, design services, engineering personnel and employee-related expenses associated with permitting services, associated warranty costs, freight and delivery costs, depreciation, amortization of internally developed software and amortization of internally developed software.technology. Cost of revenues from these services is recognized when thewe Company transferstransfer control of the product to the customer, which is generally upon installation.

Sales and marketing expenses primarily consist of personnel related costs, including salaries and employee benefits, stock-based compensation, and other promotional advertising and advertisingpromotional expenses. We expense certain sales and marketing, including promotional expenses, as incurred.

General and administrative expenses consist primarily of personnel and related expenses for employees, in our finance, research, engineering, and administrative teams including salaries, bonuses, payroll taxes, and stock-based compensation. It also consists of legal, consulting, and professional fees, rent expenses pertaining to our offices, depreciation expense, business insurance costs and other costs.

Other (Expense) incomeIncome, (expense), netNet

We are subject to a number of risks that if realized could adversely affect our business, strategies, prospects, financial condition, results of operations and cash flows. As a result of the Privateissuance Placement,of the 10.0% Notes, the restatement of our previously issued financial statements, and the receipt of a Nasdaq Delisting Notice, we are subject to the additional risks and uncertainties summarized below. In addition to the risk factors set forth below and the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors set forth in Item 1A. “Risk Factors” in our Annual Report on Form 10-K filed on April 14, 2026. Please carefully consider all of the information in this Quarterly Report andReport, our Annual Report on Form 10-K filed on April 14, 2026, and the disclosures in this Quarterly Report included in Note 1 – Organization – Liquidity and going concern – of the notes to the financial statements contained in this Quarterly Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and capital resources” section of this Quarterly Report), our other Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission before making an investment decision regarding us.

On April 21, 2026, the Company entered into note purchase agreements in connection with a private offering of $41.0 million aggregate principal amount of 10.0% Notes. Subsequently, in May 2026, the Company closed on an incremental $5.0 million private placement of these notes, bringing the total aggregate principal amount of the 10.0% Notes issued to $46.0 million. The indenture for the 10.0% Notes (the “Indenture”) includes customary covenants and sets forth certain events of default after which the 10.0% Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable, which include the following:

During 2025 and through the thirteen twenty-six week period ended MarchJune 29,28, 2026 we significantly reshaped our business through a series of strategic acquisitions, including including the acquisition of Sunder Energy, LLC (“Sunder”), Ambia Energy LLC (“Ambia”) and Cobalt Power Systems, Inc. (“Cobalt”). These acquisitions expanded our geographic footprint, dealer network, installation capacity, and national sales presence. The operating results in the current quarter reflect the integration and ongoing operations of these acquired businesses.

Acquisitions Integration

Thirteen-weeksThirteen weeks ended MarchJune 29,28, 2026 compared to the thirteen weeks ended MarchJune 30,29, 2025

The following table sets forth our unaudited statements of operations from operations for the thirteen weeks ended MarchJune 29,28, 2026, and March 30,June 29, 2025 (in thousands):

The decrease in Residential Solar Installation revenue was drivenprimarily attributable primarily byto lower installation volumes,volumes reflectingand softerfewer consumersystem demandactivations due toduring the period. Elevated interest rates, higher interesthomeowner ratesfinancing costs, as a result of an increasechanges in financing costseligibility for residential solar. In addition,and the phase outphaseout of certain residential Investment Tax Credits (“ITCs”) passed in 2025 as part ofunder the One Big Beautiful Bill enacted in conjunction2025 withaffected fewer customers qualifying for financing makes it harder for a homeowner to make thecustomer decision quickly.timelines Theand decreasesales conversion rates. System activations were also reflectsaffected by fewer system activations as weour continued efforts to optimize our sales channels and focus on streamlining ourstreamline operations to enhanceimprove itsthe customer experience.experience, as well as timing associated with the completion of our standard funding-package quality review for certain projects. These projects remained in process at quarter-end and may contribute to revenue in future periods upon satisfaction of applicable financing and revenue recognition criteria.

New Homes Business revenues decreased primarily due to lower construction activity and selectivereduced solar integrationinstallation volumes from homebuilder partners, dueas to higher elevated interest rates andrates, higher labor costs thusand drivingbroader affordability pressures increased the overall costscost of thenew homehomes. In markets where solar installations are required, affordability pressures contributed to increase.slower Whileproject regulatory requirementsactivity, force investmentswhile in solarmarkets inwithout such requirements, certain regions and communities, the pace has slowed down due to affordability. In states and communities where regulatory requirements for new builds will not impact the demand of solar installation, homebuilders areincreasingly notoffered abandoning solar they are offering it as an optionoptional versusfeature arather specthan home.including Additionally,it therein wasbase ahome backlogspecifications. ofRevenues in jobsthe prior-year period also benefited from the SunPowercompletion Businessesof acquisition inbacklog 2024,associated forwith certain large homebuilder projects that contributed meaningfullyrelated to the assets acquired in connection with the prior-year2024 quarterSunPower Businesses acquisition, which did not recur in the current period as we are rebuilding our pipeline.period. We arecontinue to alsorebuild buildingthe thisproject businesspipeline whichand wedevelop the New Homes Business following the integration of those acquired out of bankruptcy in 2024 as part of the SunPower Businesses acquisition.assets.

Residential Solar Installation cost of revenues decreased primarily attributabledue to lower installation volumes and the corresponding reduction in variable project costs. Installation activity resultingwas fromaffected softerby consumer demand. Higherelevated interest ratesrates, increasedhigher homeowner financing costs forand homeowners,changes andin the expiration availability of certain residential Investment Tax Credits (“ITCs”), reducedwhich influenced customer decision timelines and conversion rates. Consistent with the economic incentive to adopt residential solar. As a result, installation volumes declined, leading to lower associatedlevel of activity, material, labor,labor and subcontractor costs.costs decreased as we continued to align project-related spending with installation volumes.

New Homes Business cost of revenues decreased primarily drivendue byto lower construction activity and reduced solar installation optionvolumes. due to the demands of keeping home pricesElevated down demanded by home buyers. Homebuilders slowed construction primarily reducing optional features due to elevated mortgage rates, affordability pressureshigher onhomebuilding buyers,costs and thebuyer affordability pressures caused homebuilders to slow construction and limit optional features, including solar installations. The reduced benefit of certain ITCs for solar-equipped new homes.homes also contributed to lower activity.

Residential Solar Installation general and administrative expenses increased primarily due to higher employee-related expenses, including salaries, benefits, benefits and stock-based compensation, as we continuedintegrated toacquired investoperations inand expanded our operational infrastructure and administrative support functions. Additionally, higherHigher insurance, facilities, technology, professional-services and technology-relatedother shared administrative costs investments that focuses on scalabilityalso contributed to the period over period increase.

New Homes Business general and administrative expenses increased primarily due to higherlower personnel costs and expanded administrative support for homebuilder programs,expenses, including project management, compliance, compliance and operational oversight.oversight, Weas alsowell incurredas incrementalhigher allocated technology, systems, systems and shared-services costs allocated to the New Homes segment as part of broader organizational growth.costs.

Dealer general and administrative expenses in the current period reflect the inclusion of Sunder’s operating results following its acquisition and consist primarily relate to of personnel, facilities, technology and other administrative overheadoverhead. associatedThere withwere integrating andno operatingcomparable Dealer expenses in the Dealerprior-year business.period.

Interest expense in the thirteen-weeksthirteen weeks ended MarchJune 29,28, 2026, consisted principally of $4.5$4.7 million attributable to ourthe September 2024 NotesNotes, and$2.4 $1.8million attributable to the July 2024 Notes and $1.3 million attributable to the April 2026 Notes.

Interest expense in the thirteen-weeksthirteen weeks ended MarchJune 30,29, 2025,2025 consisted principally of $5.0$1.2 million of interest expense attributable to our September 2024 Notes and the remainder principally attributable to the July 2024 Notes.Notes, $5.0 million attributable to the September 2024 Notes, and other obligations.

Other non-operating income,income (expense), net

Other non-operating income,income (expense), net in the thirteen weeks ended MarchJune 29, 28, 2026, was $30.8$38.8 million. The main drivers consist of $26.6$37.8 million gain on the remeasurement of the fair value of derivative liabilities associated with our 12% and 7% senior unsecured convertible notes and $5.2$5.8 million gain on the revaluation of deferred consideration, partially offset by a $1.1$4.2 million change in the fair value of our forward purchase agreements. Extinguishment of debt negatively impacted Other non-operating income (expense), net by $2.3 million.

Other non-operating income net,(expense), net for the thirteen weeks ended MarchJune 30,29, 2025,2025 wasresulted $14.6in expense of $12.0 million. The main drivers ofwere Otheran non-operating income, net were $15.1$11.5 million of gainsloss on the remeasurement of the fair value of derivative liabilities associated with our July 2024 Notes and September 2024 Notes and September 2024 Notes, $0.3 million of income arising from the change in the fair value of our forward purchase agreements and $0.2 million of other income, partially offset by $1.1$2.0 million of expense associated with the change in the fair value of our public, private placement and working capital warrantswarrants, which are accounted for as liabilities. These expenses were partially offset by $1.3 million of income arising from the change in the fair value of our forward purchase agreements.

As a result of the factors discussed above, our net income for the thirteen-weeksthirteen weeks ended MarchJune 29,28, 2026 was $5.25$6.9 million, a $0.4$34.2 million improvement increase in our net income as compared to a net incomeloss of $4.8$27.3 million for the thirteen weeks ended MarchJune 30,29, 2025.