Stock-Based Compensation

9 Months Ended

Sep. 28, 2025

Stock-Based Compensation [Abstract]

Stock-Based Compensation

(11) Stock-Based Compensation

In July 2023, the Company’s board of directors adopted and stockholders approved the 2023 Incentive Equity Plan (the “2023 Plan”). The 2023 Plan became effective immediately upon the closing of the Amended and Restated Business Combination Agreement. Initially, a maximum number of 8,763,322 shares of SunPower common stock may be issued under the 2023 Plan. In addition, the number of shares of SunPower common stock reserved for issuance under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of (1) 4% of the total number of shares of SunPower’s common stock outstanding on December 31 of the preceding year, or (2) a lesser number of shares of SunPower common stock determined by SunPower’s Board prior to the date of the increase. The maximum number of shares of SunPower common stock that may be issued on the exercise of incentive stock options (“ISOs”) under the 2023 Plan is three times the number of shares available for issuance upon the 2023 Plan becoming effective (or 26,289,966 shares).

Historically, awards were granted under 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”).

Under the Plans, the Company has granted service-based stock options and restricted stock units (“RSUs”). Compensation expense for stock options under the Company’s cliff vesting schedule is generally recognized equally over the vesting period of five years. RSUs granted during the fiscal year ended December 29, 2024 are also recognized equally over the vesting period of five years.

The information below summarizes the stock option activity under the Plans.

	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding—December 29, 2024		9,997,233		$	2.77		5.29	$	6,356
Options granted		—
Options exercised		(712,467	)		0.73				88
Options canceled		(4,874,689	)		2.53
Outstanding—September 28, 2025		4,410,078			3.04				2,157
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 information below summarizes the RSU activity.

	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

Stock-based compensation expense

Stock-based compensation expense was $4.2 million and $8.2 million in the thirteen and thirty-nine week periods ended September 28, 2025. Stock-based compensation expense was $1.5 million and $4.1 million in the thirteen and thirty-nine week periods ended September 29, 2024. As of September 28, 2025, unrecognized stock-based compensation costs related to service-based options and RSUs was $1.6 million and $29.4 million respectively, and such compensation cost is expected to be recognized over a weighted-average period of 2.8 years and 4.3 years, respectively.