| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SPWR | Warrant (right to buy) | Award | +1 | 1 | May 30, 2024 | Common Stock | 33.4M | $0.01 | See Footnote | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | The securities reported herein are held directly by Sol Holding, LLC ("HoldCo"). TotalEnergies Renewables USA, LLC owns a number of units of HoldCo equal to 50% of the outstanding units plus one unit, and GIP III Sol Acquisition, LLC, owns a number of units of HoldCo equal to 50% of the outstanding units minus one unit. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC, which is one of two members of HoldCo, a limited liability company managed by a board of managers. TotalEnergies Gestion USA SARL, which is a direct wholly-owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. |
| F2 | Each of the foregoing entities is a Reporting Person and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization". |
| F3 | On May 30, 2024, SunPower Corp. (the "Issuer") borrowed $50 million from Holdco (the "Tranche 2 Loans") and concurrently issued Holdco a warrant (the "Second Tranche Warrant") to purchase up to 33,402,112 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") pursuant to the second lien credit agreement (the "Credit Agreement"), dated February 14, 2024, by and between the Issuer and Holdco. |
| F4 | The Second Tranche Warrant is exercisable at an initial exercise price of $0.01 per share and will expire ten years following its issuance. Upon certain issuances of Common Stock by the Issuer at a price less than 92.5% of the 10-day VWAP of the Common Stock, the number of shares of Common Stock that the holder will be entitled to purchase upon exercise of the Second Tranche Warrant will be adjusted upward pursuant to an anti-dilution formula set forth in the Second Tranche Warrant. Additionally, pursuant to the terms of the Second Tranche Warrant, the number of shares for which the Second Tranche Warrant is exercisable and the exercise price for such shares may be adjusted for stock splits, reclassifications, share combinations, dividends or distributions made by the Issuer on the Common Stock, certain other issuances of Common Stock or securities convertible into Common Stock and similar adjustments. |