Dilution profile // every instrument, one screen, from SEC filings

SunPower Inc. (SPWR)

CIK 1838987 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$76.2M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 18% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+239% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
MEDIUM~7.4 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2023-11-092026-05-14

Latest: 146.3M shares as of May 14, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

TrancheWarrantsExercise priceTermNotes
Ayna Warrant6.0M$60000
Warrant3.4Mnot tagged
Cantor Warrant3.1Mnot tagged5y

Tranches exactly as the company dimensioned them in its 10-K filed Apr 14, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 25.7M underlying shares, as reported Mar 29, 2026 (10-Q).

Reported exercise price: $1.68 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $7.2M as of Jun 30, 2024.

Rough fully diluted estimate: 172.0M = 146.3M O/S + 25.7M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Seven Point Zero Percentage Senior Unsecured Convertible Notes Subtotal September 2024 Notes$62.5Mnot tagged
Seven Point Zero Percentage Senior Unsecured Convertible Notes September 2024 Notes$53.8Mnot tagged
Twele Point Zero Percentage Senior Unsecured Convertible Notes Subtotal July 2024 Notes$46.0Mnot tagged
Twele Point Zero Percentage Senior Unsecured Convertible Notes July 2024 Notes$28.0Mnot tagged
Seven Point Zero Percentage Senior Unsecured Convertible Notes September 2025 Notes$22.0Mnot tagged
Twele Point Zero Percentage Senior Unsecured Convertible Notes July 2024 Notes Related Party$18.0Mnot tagged
Twele Point Zero Percentage Senior Unsecured Convertible Notes July 2024 Notes Related Parties$18.0Mnot tagged
Seven Point Zero Percentage Senior Unsecured Convertible Notes September 2024 Notes Related Parties$8.8Mnot tagged
Twele Point Zero Percentage Senior Unsecured Convertible Notes July 2025 Note Related Party$5.0Mnot tagged
Twele Point Zero Percentage Senior Unsecured Convertible Notes January 2026 Note Related Party$3.3Mnot tagged
Twele Point Zero Percentage Senior Unsecured Convertible Notes November 2025 Note Related Party$2.0Mnot tagged
Senior Secured Notes$1,000$1.6410%~610 sh

If every note above converted at its tagged price: ~610 new shares on 146.3M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 19, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding146.3MMay 14, 2026
+ Ayna Warrant (if exercised)6.0MDec 28, 2025
+ Warrant (if exercised)3.4MDec 29, 2024
+ Cantor Warrant (if exercised)3.1MJul 31, 2024
+ Senior Secured Notes (if fully converted)610Mar 29, 2026
Fully diluted estimate158.8M+8.5% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $76.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Jul 24, 2026$27.8M registeredfiling →
S-1Jun 30, 2026$8.4M registeredfiling →
S-1May 26, 2026$40.0M registeredfiling →

Last 12 months: 15 executed · 7 registered.

EXECUTEDAug 10, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEAug 10, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEAug 10, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEAug 10, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEAug 10, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEAug 10, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEAug 10, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEAug 10, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEAug 4, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEAug 4, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJul 24, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
UPDATEJul 23, 2026Prospectus update — often a resale registration, not necessarily new capital424B3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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