Core Viewpoint - SunPower's Q2 2025 results show a significant revenue drop due to the loss of the 30% ITC tax subsidy, but the company managed to remain profitable through aggressive cost-cutting measures and a focus on high-margin market segments [6][14][26]. Financial Performance - Q2 2025 revenue was $67.5 million, down from $82.7 million in Q1 2025, reflecting a decrease of approximately 18.3% [3][14]. - Gross profit for Q2 2025 was $28.8 million, with a gross margin of 43%, an increase from 39% in Q1 2025 [3][6]. - Operating expenses were reduced to $31.5 million in Q2 2025 from $31.5 million in Q1 2025, with a notable decrease in operating expenses (excluding commissions) from $23.8 million to $22.4 million [3][4]. Cost Management - The company implemented a vigorous cost reduction program that cut operating expenses by $4.6 million, contributing to an operating profit of $2.42 million in Q2 2025 [6][14]. - SunPower's workforce was reduced to 861 employees, with each receiving a $500 stock bonus for performance [15]. Market Position and Outlook - SunPower anticipates modest revenue growth in Q3 2025, projecting approximately $70 million in revenue and an increase in operating profit to about $3.0 million [26]. - The company joined the Russell 3000 and Russell Microcap Indices, which is expected to expand its shareholder base and enhance stock liquidity [20]. Strategic Initiatives - A low-cost finance center was established in Chennai, India, to streamline accounting and business processes [21]. - The company is undergoing leadership changes, with the departure of CFO Dan Foley and CLO Chais Sweat, and the appointment of Jeanne Nguyen as interim CFO [22][23]. Challenges and Market Conditions - The solar industry is facing pressures from tariffs and the loss of ITC subsidies, impacting market valuations and share prices [29][32]. - Despite good financial performance, SunPower's price-to-sales ratio remains low at 0.54x, compared to a stable industry average of 2.5x [27][29].

Core Viewpoint - SunPower is set to release its quarterly investor report on July 22, 2025, and the CEO expresses confidence in the company's profitability despite industry challenges [1][2]. Company Performance - SunPower will report its Q2 2025 results, marking the second consecutive quarter of operating profit after a four-year profit drought [2]. - The company has been invited to join the Russell 3000 and Russell Microcap indices, which may help improve its market reputation [2]. Industry Context - The solar industry is facing challenges due to recent ITC (Investment Tax Credit) issues, but the CEO remains optimistic about SunPower's ability to thrive in a more competitive solar market [2]. - There are concerns regarding the negative portrayal of SunPower in media outlets, particularly regarding outdated references to bankruptcy, which the company is actively trying to correct [2]. Company Overview - SunPower is a leading residential solar services provider in North America, offering digital platforms and installation services to support energy-efficient lifestyles [3].

Core Viewpoint - SunPower has been added to the Russell 3000 and Russell Microcap Indices, indicating a positive recognition of the company's transformation and potential for growth in the solar market [1][3]. Company Performance - In Q1 2025, SunPower achieved an operating profit for the first time in four years, marking a significant turnaround under the current management team [4]. - The company is expected to announce its second consecutive quarter of profitability for Q2 2025 on July 22 [4]. Industry Context - The U.S. residential solar industry is facing structural uncertainties, but the company views this as a significant opportunity for growth, especially with the elimination of the Investment Tax Credit (ITC) seen as beneficial compared to competitors [5]. - SunPower aims to leverage its brand recognition and the advantages of being included in the Russell indices to attract a broader investor audience [5]. Market Impact - The Russell indices are benchmarks for approximately $8.5 trillion in assets, with about $2 trillion tracking them passively, highlighting the importance of SunPower's inclusion for institutional investors [2].

Core Viewpoint - The solar industry, particularly SunPower, is poised for significant change as the federal government considers eliminating the 30% solar Investment Tax Credit (ITC), which could lead to both challenges and opportunities for the company and the sector as a whole [1][5][18]. Company Overview - SunPower, founded in 1985, has navigated various economic downturns and crises, including a Chapter 11 bankruptcy in 2024, attributed to management failures and reliance on government subsidies [7][9]. - The company has recently restructured under new ownership, Complete Solar, which acquired key assets and aims to operate more efficiently and profitably [10][12]. Financial Performance - SunPower reported a revenue of $1.4 billion and an operating income of $168 million in 2008, but faced significant losses leading to bankruptcy in 2024 [8][9]. - The new SunPower has achieved a revenue of $320 million with a target of $80 million per quarter, and is on track for its second profitable quarter [10][17]. - Current financial models predict a breakeven revenue of approximately $72 million, which could decrease to $65 million with ongoing cost reductions [19][26]. Market Analysis - The solar market has seen significant growth, with shipments increasing from 2,176 MW to 6,953 MW between 2015 and 2024, while prices remained relatively stable [22]. - A potential price increase from $3.30 to $3.88 per watt (17.6%) could result in a volume loss of 134 MW, impacting SunPower's revenue by approximately 7.2% [25]. - The company’s revenue is projected to drop from $80 million to $74.2 million per quarter if market conditions worsen due to the ITC phase-out [25][27]. Strategic Direction - The company advocates for a free market approach, suggesting that the removal of the ITC could ultimately benefit the solar industry by reducing reliance on government subsidies [2][5]. - SunPower's strategy involves leveraging its existing assets and workforce to create a leaner, more profitable organization, moving away from the inefficiencies associated with previous government support [14][17]. Valuation Concerns - SunPower's stock price remains low, with a price-to-sales ratio of about 0.5x, despite recent operational improvements and profitability [33][34]. - The company aims to eliminate the "going concern" rating by year-end to improve investor confidence and stock valuation [34].

Summary of SunPower's 2Q Business Update Call Company Overview - **Company**: SunPower Corporation - **Key Speaker**: TJ Rogers, CEO - **Date of Call**: June 5, 2025 Core Industry Insights - **Industry**: Solar Energy - **Key Issue**: Discussion on the potential loss of the Investment Tax Credit (ITC) and its implications for the solar industry [4][5][6] Key Points and Arguments 1. **ITC Loss Discussion**: - The company is addressing the potential loss of the ITC, which may impact the solar industry significantly [4][5] - A detailed analysis regarding the ITC will be published, indicating the company's proactive approach to the issue [5] 2. **Philosophy on Subsidies**: - TJ Rogers expressed a belief that the solar industry can thrive without government subsidies, referring to it as "free at last" [6][7][9] - He criticized past government subsidies, suggesting they create dependency and hinder true business growth [9][14] 3. **Company Strategy**: - The company is focusing on building a leaner organization, utilizing valuable assets from SunPower to create a profitable startup [16][19] - A significant reduction in operational costs has been achieved, with ongoing efforts to streamline operations [47][48] 4. **Financial Performance**: - The company reported a revenue of $80 million in the last quarter, with a projection of maintaining or exceeding this figure [46][50] - The operational income has improved, marking the first profit for SunPower in four years [50][51] 5. **Market Dynamics**: - The demand for solar energy is not solely price-dependent, as indicated by the elasticity graph presented during the call [27][28] - The company is navigating a complex market environment, with a focus on maintaining profitability despite external pressures [70][71] 6. **Stock Performance Concerns**: - The CEO expressed frustration over the company's stock performance, which has not reflected the positive operational changes [70][74] - The stock price has been affected by external market perceptions and risk factors, which the company plans to address [80][82] 7. **Future Outlook**: - The company is optimistic about its ability to adapt and thrive in a subsidy-less environment, with plans to enhance its market position [9][14][70] - There is a focus on improving the company's image and addressing investor concerns regarding risk factors [83][86] Additional Important Content - **Risk Factors**: The company acknowledges that risk factors have negatively impacted investor sentiment and plans to revise how these are communicated [80][82] - **Funding Strategy**: The CEO highlighted the importance of maintaining a strong financial position and having access to various funding avenues to ensure stability [100][104] This summary encapsulates the key discussions and insights from SunPower's 2Q business update call, focusing on the company's strategies, financial performance, and outlook in the solar energy industry.

Core Points - All 12 shareholder proposals at SunPower's Annual Meeting received over 95% approval, including the re-election of board members and the employee stock plan [2][3] - The company has transformed significantly through the SPWR asset acquisition, increasing employee count by 10 times and revenue by 14.7 times [3] - The CEO expressed confidence that the ITC phase-out will not adversely affect revenue to the point of unprofitability for the remainder of the year [4][5] Company Updates - A Business Update Call is scheduled for June 5, 2025, to discuss the company's financial performance and the impact of the ITC phase-out [5] - The company has been a leading residential solar services provider in North America since 1985, focusing on energy-efficient solutions [6]

Financial Data and Key Metrics Changes - The company reported a stable revenue forecast of $80 million for the upcoming quarter, with a worst-case scenario of $75 million, indicating resilience despite potential market fluctuations [15][16] - The company anticipates that even with adverse ITC decisions, it could see a revenue drop to $71 million in 2026 without incurring losses, showcasing a strong profit outlook for the next year [15][16] Business Line Data and Key Metrics Changes - No specific data on individual business lines was provided in the meeting Market Data and Key Metrics Changes - The company is currently navigating ITC market issues, which may cause some revenue instability in the short term, but overall forecasts remain positive [14][15] Company Strategy and Development Direction and Industry Competition - The approval of the equity incentive plan amendment allows the company to reserve additional shares for growth through acquisitions, indicating a strategic focus on expansion [11][13] - The company is preparing for potential challenges in the ITC landscape, with management expressing confidence in navigating these issues without significant financial impact [14][15] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the current ITC market problems but expressed confidence in the company's ability to maintain profitability and stability in revenue [15][16] - A more detailed analysis of the ITC issues is expected in the following week, indicating ongoing monitoring and strategic planning [14] Other Important Information - The company successfully elected all director nominees and ratified the selection of BDO as the independent registered accounting firm for 2025 [11] Q&A Session Summary Question: What is the outlook for revenue given the current ITC issues? - Management indicated that despite potential revenue fluctuations due to ITC market problems, the forecast remains stable at $80 million, with a worst-case scenario of $75 million [15] Question: How will the company handle potential revenue drops in 2026? - Management stated that even if revenue falls to $71 million in 2026, the company would still remain profitable, demonstrating strong financial health [15][16]

May 12, 2025 45700 Northport Loop East Fremont, California 94538 Dear [Investor], I am writing to you as one of our largest SunPower shareholders [Nasdaq: SPWR] to ask for your proxy vote in our 'virtual' annual meeting of stockholders at 11:00 a.m. Pacific Time on Thursday, May 29, 2025. While annual meetings have shrunk in size, this particular virtual meeting is critical to the new SunPower and its shareholders. We need shareholder approval for three proposals. The first two proposals are both non-contro ...

Core Viewpoint - SunPower received a deficiency notification from Nasdaq for not timely filing its Annual Report on Form 10-K for the year ended December 29, 2024, which was filed 16 days late on April 30, 2025 [1][3]. Group 1: Compliance and Reporting - The Company was notified by Nasdaq on April 28, 2025, regarding non-compliance with Listing Rule 5250(c)(1) due to the late filing of its 2024 Form 10-K [1]. - The delay in filing the 2024 Form 10-K was attributed to the need for additional time to complete year-end audit procedures, requiring 14,000 hours of auditing compared to the typical 6,500 hours for more mature companies [2][3]. - The Company filed the 2024 Form 10-K, including audited financial statements, on April 30, 2025, as planned [2]. Group 2: Company Overview - SunPower is recognized as a leading residential solar services provider in North America, offering a digital platform and installation services to support energy-efficient lifestyles [4].

Part I [Business](index=8&type=section&id=Item%201.%20Business) Complete Solaria provides solar system sales and installation, formed by a **2022** merger, and expanded through the **2024 SunPower residential business acquisition** - The company's mission is to provide **energy-efficient solutions** to homeowners and small to medium-sized businesses to lower energy bills and reduce their carbon footprint[20](index=20&type=chunk) - **Complete Solaria** was formed in **November 2022** through the merger of **Complete Solar Holding Corporation** and **The Solaria Corporation**[21](index=21&type=chunk) - In **October 2023**, the company sold its solar panel assets, including intellectual property, to **Maxeon Solar Technologies, Ltd.** for approximately **$11.0 million** in **Maxeon** shares[22](index=22&type=chunk) - On **September 30, 2024**, the company completed the **acquisition** of certain **SunPower assets**, including the **Blue Raven Solar business**, **New Homes Business**, and **Non-Installing Dealer network**[23](index=23&type=chunk) - The company's primary revenue source is **Solar System Sales and Installation** for residential homeowners and new home builders, leveraging a network of third-party sales and builder partners[24](index=24&type=chunk)[25](index=25&type=chunk) - As of **December 29, 2024**, the company had over **600** full-time employees, with approximately **534** joining as part of the **SunPower acquisition**[48](index=48&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks including recurring losses, negative cash flows, internal control weaknesses, and integration challenges, raising **going concern** doubts - The company has a history of **losses**, with **net losses** of **$56.5 million** in **fiscal 2024** and **$269.6 million** in **fiscal 2023**, and an accumulated deficit of **$411.4 million**. These conditions, along with a cash balance of **$13.4 million**, raise **substantial doubt** about its ability to continue as a **going concern**[57](index=57&type=chunk)[62](index=62&type=chunk) - **Material weaknesses** have been identified in the company's **internal controls over financial reporting** across all five components of the **COSO framework**: **control environment**, **risk assessment**, **control activities**, **information and communication**, and **monitoring**[66](index=66&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - The company's business is significantly affected by international trade policies, particularly safeguard tariffs on imported solar cells and modules, which could increase costs and reduce demand[76](index=76&type=chunk)[77](index=77&type=chunk) - The business relies heavily on the availability of government rebates and tax credits, such as the **Investment Tax Credit (ITC)** and **Residential Clean Energy Credit**. The reduction or elimination of these incentives could adversely impact business[81](index=81&type=chunk)[82](index=82&type=chunk)[88](index=88&type=chunk) - The company may not realize the anticipated benefits from the **acquisition** of **SunPower's businesses**, and the integration process poses numerous risks, including assimilation of operations and personnel, and retaining key customers[128](index=128&type=chunk)[129](index=129&type=chunk) - Due to not timely filing its **Annual Report** on **Form 10-K**, the company is not in compliance with **Nasdaq continued listing rules**, which could lead to delisting and adversely affect stock liquidity and price[188](index=188&type=chunk)[189](index=189&type=chunk) [Unresolved Staff Comments](index=51&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no **unresolved staff comments** from the **SEC** - **None**[215](index=215&type=chunk) [Cybersecurity](index=51&type=section&id=Item%201C.%20Cybersecurity) The company is implementing a **cybersecurity risk management program** overseen by key executives and the **Audit Committee**, utilizing third-party providers to manage threats - The company is implementing information security procedures to manage material risks from **cybersecurity threats**, with oversight from the **Chief Information Officer**, **Chief Legal Officer**, **CEO**, **CFO**, and **Chief Administrative Officer**[216](index=216&type=chunk)[217](index=217&type=chunk) - The **Audit Committee** of the board of directors is responsible for overseeing the company's **cybersecurity risk management processes** and regularly reviews these risks with management[221](index=221&type=chunk) [Properties](index=52&type=section&id=Item%202.%20Properties) **Complete Solaria** leases all its facilities, with corporate headquarters in **Fremont, California**, and an additional administrative office in **Orem, Utah** Leased Facilities | Principal Operations | Location | Approx. square footage | Ownership | Lease Term Ends | | :--- | :--- | :--- | :--- | :--- | | Headquarters | Fremont, CA | 22,847 | Leased | 2026 | | General administrative and operations | Orem, UT | 43,470 | Leased | 2027 | [Legal Proceedings](index=52&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding **legal proceedings** is incorporated by reference from **Note 19 – Commitments and Contingencies** in the consolidated financial statements - Details on **legal proceedings** are provided in **Note 19** to the consolidated financial statements[225](index=225&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is **not applicable** to the company - **Not applicable**[226](index=226&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=53&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) **Complete Solaria's common stock** trades on **Nasdaq** under "**SPWR**", with approximately **140** holders of record, and the company has never paid nor plans to pay cash dividends - The company's **common stock** is traded on **Nasdaq** under the symbol "**SPWR**"[228](index=228&type=chunk) - The company has never paid cash dividends and has no plans to do so[229](index=229&type=chunk) [Reserved](index=53&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=53&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) **Fiscal 2024** revenue increased **24%** to **$108.7 million** due to the **SunPower acquisition**, improving gross margin to **36%**, but the company reported a **$54.4 million** net loss from continuing operations, raising **substantial doubt** about its **going concern** ability Fiscal Year 2024 vs 2023 Performance | (in thousands) | Fiscal Year Ended Dec 29, 2024 | Fiscal Year Ended Dec 31, 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $108,742 | $87,616 | $21,126 | 24% | | **Gross profit** | $39,502 | $17,788 | $21,714 | 122% | | **Gross margin %** | 36% | 20% | | | | **Loss from continuing operations** | ($68,509) | ($52,358) | ($16,151) | 31% | | **Net loss from continuing operations** | ($54,444) | ($96,197) | $41,753 | (43)% | Revenue by Segment | (in thousands) | FY 2024 | FY 2023 | $ Change | | :--- | :--- | :--- | :--- | | Residential Solar Installation | $67,460 | $87,616 | ($20,156) | | New Homes Business | $41,282 | $0 | $41,282 | | **Total revenue** | **$108,742** | **$87,616** | **$21,126** | - The increase in **General and Administrative costs** in **2024** was primarily due to transformation costs related to the **SunPower acquisition**, including **$14.0 million** in professional services, **$10.4 million** in payroll, **$10.0 million** in bad debt expense, and **$13.3 million** in one-time integration costs[289](index=289&type=chunk) - The company's cash position of **$13.4 million** as of **December 29, 2024**, combined with a history of **net losses**, raises **substantial doubt** about its ability to continue as a **going concern**[294](index=294&type=chunk) Cash Flow Summary | (in thousands) | Fiscal Year Ended Dec 29, 2024 | Fiscal Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($54,662) | ($58,802) | | Net cash (used in) provided by investing activities | ($54,657) | $6,171 | | Net cash provided by financing activities | $120,100 | $50,425 | [Quantitative and Qualitative Disclosures about Market Risk](index=75&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has no significant interest rate risk but is exposed to credit risk from customers and a notable revenue concentration, with three customers accounting for **36%** of **fiscal 2024** gross revenues - The company does not have significant exposure to interest rate risk as it holds no variable rate debt[326](index=326&type=chunk) - For the **fiscal year ended December 29, 2024**, three customers represented **36%** of gross revenues. For the **fiscal year ended December 31, 2023**, one customer represented **55%** of gross revenues[328](index=328&type=chunk) [Financial Statements and Supplementary Data](index=76&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's **audited consolidated financial statements**, with the auditor's report expressing **substantial doubt** about **going concern**, reflecting a **$56.5 million** net loss in **2024** and increased assets and liabilities from the **SunPower acquisition** - The **auditor's report** for the **fiscal year ended December 29, 2024**, includes a paragraph stating that the company's recurring losses and **negative cash flows** raise **substantial doubt** about its ability to continue as a **going concern**[333](index=333&type=chunk) Consolidated Balance Sheet Data (in thousands) | | Dec 29, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $95,602 | $37,749 | | **Total Assets** | $144,466 | $47,322 | | **Total Current Liabilities** | $79,442 | $109,183 | | **Total Liabilities** | $242,005 | $124,135 | | **Total Stockholders' (Deficit)** | ($97,539) | ($76,813) | Consolidated Statement of Operations Data (in thousands) | | Fiscal Year Ended Dec 29, 2024 | Fiscal Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | **Revenues** | $108,742 | $87,616 | | **Net loss from continuing operations** | ($54,444) | ($96,197) | | **Net loss from discontinued operations** | ($2,007) | ($173,358) | | **Net loss** | ($56,451) | ($269,555) | | **Net loss per share, basic** | ($0.85) | ($4.94) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=139&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on any matter of accounting principles or practices, or financial statement disclosure - **None**[602](index=602&type=chunk) [Controls and Procedures](index=139&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that **disclosure controls and procedures** were ineffective as of **December 29, 2024**, due to **material weaknesses** across all **COSO framework** components, with a **remediation plan** underway - Management concluded that as of **December 29, 2024**, the company's **disclosure controls and procedures** were not effective[604](index=604&type=chunk) - **Material weaknesses** were identified in all five components of the **COSO Framework** for **internal control**: **control environment**, **risk assessment**, **control activities**, **information and communication**, and **monitoring activities**[610](index=610&type=chunk)[612](index=612&type=chunk)[613](index=613&type=chunk)[614](index=614&type=chunk)[615](index=615&type=chunk) - The assessment of **internal control over financial reporting** as of **December 29, 2024**, excluded the **SunPower Acquisition**, which represents **93%** of consolidated **total assets**[609](index=609&type=chunk) - A **remediation plan** is in progress, which includes hiring additional finance and accounting professionals, providing training, and re-evaluating the **Sarbanes-Oxley compliance program**[618](index=618&type=chunk)[622](index=622&type=chunk) [Other Information](index=142&type=section&id=Item%209B.%20Other%20Information) The company has adopted an **Insider Trading Policy**, and no directors or officers adopted or terminated **Rule 10b5-1 trading plans** in **Q4 2024** - The company has adopted an **Insider Trading Policy** applicable to all directors, officers, and employees[625](index=625&type=chunk) - No directors or officers adopted or terminated any **Rule 10b5-1 trading arrangements** in the three months ended **December 29, 2024**[626](index=626&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=142&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is **not applicable** to the company - **Not applicable**[627](index=627&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=143&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical information for the company's directors and **executive officers**, led by **Executive Chairman** and **CEO Thurman J. Rodgers**. It confirms that a majority of the board is independent as per **Nasdaq listing standards**. The board has established **Audit, Compensation, and Nominating and Corporate Governance committees** with defined memberships and responsibilities. The company has adopted a **code of ethical business conduct**. It also discloses several delinquent **Section 16(a) filings** for various directors and officers during **fiscal 2024** - The company's executive leadership includes **Thurman J. Rodgers** as **Executive Chairman** & **CEO** and **Daniel Foley** as **Chief Financial Officer**[632](index=632&type=chunk)[644](index=644&type=chunk) - The **Board of Directors** has determined that a majority of its members are "**independent**" under **Nasdaq listing standards**[645](index=645&type=chunk) - The Board has three standing committees: **Audit**, **Compensation**, and **Nominating and Corporate Governance**[648](index=648&type=chunk) - Several late **Form 4 filings** were reported for **fiscal 2024**, involving directors and officers including **T.J. Rodgers**, **Tidjane Thiam**, **William Anderson**, **Chris Lundell**, and **Daniel Foley**[661](index=661&type=chunk) [Executive Compensation](index=148&type=section&id=Item%2011.%20Executive%20Compensation) As an emerging growth company, **Complete Solaria** provides summary compensation information for its **named executive officers (NEOs)**. For **2024**, the **NEOs** were **CEO T.J. Rodgers**, **CFO Daniel Foley**, former **CEO Chris Lundell**, and former **CFO/COO Brian Wuebbels**. Compensation primarily consists of **base salary** and **equity awards**. **Mr. Rodgers** received no separate compensation for his **CEO** role in **2024**. The section details **employment agreements**, **outstanding equity awards** at year-end, and the company's **equity incentive plans**, including the **2023 Plan** and several **legacy plans** from predecessor companies 2024 Summary Compensation Table | Name and Principal Position | Year | Salary | Option Awards | Total | | :--- | :--- | :--- | :--- | :--- | | **Thurman J. (T.J.) Rodgers**, **CEO** | 2024 | — | — | — | | **Daniel Foley**, **CFO** | 2024 | **$161,947** | **$474,761** | **$636,708** | | **Chris Lundell**, Former **CEO** | 2024 | **$375,024** | **$152,876** | **$527,900** | | **Brian Wuebbels**, Former **CFO/COO** | 2024 | **$210,708** | **$280,732** | **$491,440** | - **CEO Thurman J. Rodgers** did not receive any separate compensation for his role as **Chief Executive Officer** during **2024**[666](index=666&type=chunk)[674](index=674&type=chunk) - The company adopted the **2023 Incentive Equity Plan** and an **Employee Stock Purchase Plan** in **July 2023**. **Outstanding awards** also exist under several **legacy plans** from **Complete Solar** and **Solaria**[691](index=691&type=chunk)[693](index=693&type=chunk)[716](index=716&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=165&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section discloses the **beneficial ownership** of the company's **common stock** as of **April 30, 2025**. Key beneficial owners include entities affiliated with director **Devin Whatley** (**12.3%**), **CEO T.J. Rodgers** (**16.3%**), **Alyeska Investment Group** (**10.9%**), and **Kline Hill** (**10.3%**). Collectively, all directors and **executive officers** as a group beneficially own approximately **32.3%** of the outstanding **common stock** Security Ownership of Certain Beneficial Owners and Management (as of April 30, 2025) | Name of Beneficial Owner | Percentage of Common Stock Outstanding | | :--- | :--- | | **5% or Greater Stockholders:** | | | **Ecosystem Integrity Fund II, L.P.** | 12.3% | | **Thurman J. (T.J.) Rodgers** | 16.3% | | **Entities affiliated with Alyeska Investment Group, L.P.** | 10.9% | | **Entities Affiliated with Kline Hill** | 10.3% | | **All directors and executive officers as a group (11 persons)** | 32.3% | [Certain Relationships and Related Transactions, and Director Independence](index=169&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engaged in several significant **related party transactions** in **2024**. These include multiple **Simple Agreements for Future Equity (SAFEs)** and participation in **convertible note financings** with entities affiliated with **CEO T.J. Rodgers**. A major **debt restructuring** via an **Exchange Agreement** involved **5%** stockholders **Carlyle** and **Kline Hill**. The company also had **commercial dealings** with **Pegasus Solar**, affiliated with director **Devin Whatley**, and **SameDay Solar**, affiliated with director **William Anderson**. The company has a **formal policy** for reviewing and approving such transactions - In **2024**, the company entered into three **SAFE agreements** totaling **$6.0 million** with a trust affiliated with **CEO Thurman J. Rodgers**[781](index=781&type=chunk)[782](index=782&type=chunk)[784](index=784&type=chunk) - In **July 2024**, the company issued **12% convertible notes**, with significant participation from related parties including the **Rodgers Massey Revocable Living Trust** (**$18.0M**), **CRSEF Solis Holdings, L.L.C.** (**$10.0M**), and **Kline Hill entities** (approx. **$7.97M**)[792](index=792&type=chunk) - In **September 2024**, the company issued **7% convertible notes**, with **$8.0 million** purchased by trusts affiliated with **CEO T.J. Rodgers** and **$750,000** by a trust for which director **J. Daniel McCranie** is a trustee[794](index=794&type=chunk) - The company has **commercial agreements** with **Pegasus Solar** (affiliated with director **Devin Whatley**) and **SameDay Solar** (**60%** owned by director **William Anderson**)[797](index=797&type=chunk)[798](index=798&type=chunk) [Principal Accountant Fees and Services](index=175&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details the fees paid to the company's **principal accountants**. On **August 1, 2024**, **BDO USA, P.C.** was engaged as the new **independent registered public accounting firm**, replacing **Deloitte & Touche LLP**. For **fiscal year 2024**, **BDO** was billed a total of **$7.2 million**, primarily for **audit and audit-related services**. For **fiscal year 2023**, **Deloitte** was billed a total of **$2.0 million**. The company confirms that all services were **pre-approved by the Audit Committee** and that there were no disagreements with the former auditors - On **August 1, 2024**, the company dismissed **Deloitte & Touche LLP** and engaged **BDO USA, P.C.** as its new **independent registered public accounting firm**[810](index=810&type=chunk)[815](index=815&type=chunk) Accountant Fees (in thousands) | | BDO (FY 2024) | Deloitte (FY 2023) | | :--- | :--- | :--- | | Audit Fees | $2,601 | $1,440 | | Audit-Related Fees | $4,621 | $400 | | Tax Fees | $0 | $147 | | All Other Fees | $0 | $200 | | **Total Fees** | **$7,222** | **$1,987** | Part IV [Exhibits and Financial Statement Schedules](index=178&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists exhibits filed as part of the **Annual Report** on **Form 10-K**, including key agreements, debt indentures, equity plans, and required certifications [Form 10-K Summary](index=183&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that no **Form 10-K summary** is provided - **None**[833](index=833&type=chunk)