SunPower Inc.

Evaluation of disclosure controls and procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of September 28, 2025, such disclosure controls and procedures were not effective as a result of previously reported material weaknesses.

On September 24, 2025, we completed the Sunder acquisition. We are currently integrating Sunder into our overall internal control over the financial reporting process and, consistent with interpretive guidance issued by the staff of the Securities and Exchange Commission, we are excluding the business from our evaluation of disclosure controls and procedures as of September 28, 2025. In accordance with such guidance, an assessment recent business combinations may be omitted from management’s assessment of internal control over financial reporting for one year following the acquisition. This acquisition constituted approximately 3% of our consolidated total assets and approximately 2% of our consolidated revenues were generated from the operations acquired from Sunder as of and for the thirty-nine week period ended September 28, 2025.

Notwithstanding the foregoing, there were no changes to previously issued financial statements. Our Chief Executive Officer and Principal Financial Officer believe that the interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S. GAAP.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses are as follows:

The 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, (iv) information and communication, and (v) monitoring activities.

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

*Control Environment.*The Company did not maintain an effective control environment and identified the following material weakness: the 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 the Company’s inability to properly analyze, record and disclose accounting matters timely and accurately.

Management has developed and commenced a remediation plan to address the material weakness and strengthen the Company’s control environment. The plan includes implementing comprehensive internal control policies and formal IT governance procedures, including change management protocols for financially relevant IT systems and deploying tools to automate control activities and track IT changes impacting financial reporting.

Management is committed to completing these remediation efforts as promptly as possible. Until these measures are fully implemented and operating effectively, the material weakness will remain. The Company will continue to evaluate the effectiveness of its internal controls and provide updates in future filings as required under SEC rules.

This control environment material weakness also contributed to the other material weaknesses identified below.

*Risk Assessment.*The Company did not design and implement an effective risk assessment and identified a material weakness relating to: (i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives, and (iii) identifying and assessing changes in the business that could impact the system of internal controls.

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

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

The Company did not design and maintain effective general information technology controls over logical access and program change management for key information systems supporting the financial reporting process. Specifically, management did not maintain effective controls to ensure proper segregation of duties related to user administration and other privileged access functions, and in implementing program changes in information systems. The Company also lacked adequate processes and controls for communication among the accounting, finance, operations, and legal departments necessary to support the proper functioning of internal controls.

To address these issues, management has established a dedicated cross-functional remediation team comprising members from IT, Finance, and Internal Audit. This team has been tasked with strengthening information technology general controls, improving segregation of duties, and implementing structured communication protocols between departments. The team is also developing enhanced management procedures and monitoring mechanisms to ensure sustainable compliance and effective internal control over financial reporting.

*Monitoring Activities.*The 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 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).

These material weaknesses described in the paragraphs above contributed to material accounting errors identified and corrected during the audit of the Company’s financial statements. If we fail to adequately remediate these material weaknesses, there could be material misstatements that may not be prevented or detected.

Remediation Plan and Status. As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, management is in the process of implementing its remediation plan. The Company is committed to remediating the material weaknesses identified above, fostering continuous improvement in internal controls and enhancing its overall internal control environment. Since identifying the above material weaknesses, the Company has begun the process of implementing the remediation activities described below. The Company believes that these activities, when fully implemented, should remediate the identified material weaknesses and strengthen its internal control over financial reporting. These remediation efforts remain ongoing, and additional remediation initiatives may be necessary.

Accordingly, as management continues to monitor the effectiveness of our internal control over financial reporting, the Company will continue to perform additional procedures prescribed by management, including the use of certain manual mitigating control procedures and the employment of additional tools and resources deemed necessary, to ensure that our future consolidated financial statements are fairly stated in all material respects. The following planned remediation activities highlight the Company’s commitment to remediating the identified material weaknesses:

If we are not able to maintain effective internal control over financial reporting and Disclosure Controls, 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, restatements of financial statements or other corrective disclosures, an inability to access commercial lending markets, defaults under its credit facilities and other agreements, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity.

The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are operating effectively.

Changes in internal control over financial reporting

Through the thirty-nine week period ended September 28, 2025, we integrated the internal control systems of SunPower Acquisition which we acquired in the fourth quarter of our prior fiscal year. This integration included the alignment of revenue recognition and expenses, consolidation, financial reporting and IT system controls.

Other than the remediation efforts described above, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have occurred during the thirty-nine week period ended September 28, 2025, that have materially impacted, or are reasonably likely to materially impact, our internal control over financial reporting.

Limitations on effectiveness of controls and procedures

We do not expect that our Disclosure Controls will prevent all errors and all instances of fraud. Disclosure Controls, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the Disclosure Controls are met. Further, the design of Disclosure Controls must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all Disclosure Controls, no evaluation of Disclosure Controls can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of Disclosure Controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.