Sol Holding, LLC

SEC source: 0001104659-24-068670 · tm2416429-1_4seq1.xml · derivative · entry 3

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 33,402,112 shares

Expires 2034-05-30

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: On June 3, 2024, HoldCo exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on May 30, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock").

F3 · derivative.exercise_date: On June 3, 2024, HoldCo exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on May 30, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock").

F1 · ownership.nature: 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.

F2 · ownership.nature: 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. 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".

SEC source: 0001104659-24-068670 · tm2416429-1_4seq1.xml · nonDerivative · entry 2

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 162,860,155

F4 · kind: HoldCo paid the exercise price on a cashless basis pursuant to the terms of the warrant, resulting in the Issuer withholding 110,357 shares of Common Stock to pay the exercise price and issuing to HoldCo an aggregate of 33,291,755 shares of Common Stock.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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. 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".

SEC source: 0001104659-24-068670 · tm2416429-1_4seq1.xml · nonDerivative · entry 1

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 162,970,512

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: On June 3, 2024, HoldCo exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on May 30, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock").

F1 · ownership.nature: 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.

F2 · ownership.nature: 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. 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".

SEC source: 0001104659-24-067809 · tm2416278-1_4seq1.xml · derivative · entry 1

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock · 33,402,112 shares

Expires not disclosed

F4 · derivative.exercise_price: 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.

F3 · kind: 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.

F3 · price: 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 · derivative.exercise_date: 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.

F4 · derivative.expiration_date: 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.

F3 · derivative.underlying_shares: 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 · derivative.underlying_shares: 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.

F1 · ownership.nature: 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 · ownership.nature: 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".

SEC source: 0001104659-24-057004 · tm2413211-2_4seq1.xml · derivative · entry 3

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 6,674,735 shares

Expires 2034-02-14

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: On May 1, 2024, HoldCo partially exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on February 14, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"). As previously reported, on March 5, 2024, HoldCo exercised the portion of the warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the warrant. On May 1, 2024, HoldCo exercised the remaining 6,674,735 shares of Common Stock underlying the warrant.

F3 · derivative.exercise_date: On May 1, 2024, HoldCo partially exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on February 14, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"). As previously reported, on March 5, 2024, HoldCo exercised the portion of the warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the warrant. On May 1, 2024, HoldCo exercised the remaining 6,674,735 shares of Common Stock underlying the warrant.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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. 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".

SEC source: 0001104659-24-057004 · tm2413211-2_4seq1.xml · nonDerivative · entry 2

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 129,568,400

F4 · kind: HoldCo paid the exercise price on a cashless basis pursuant to the terms of the warrant, resulting in the Issuer withholding 31,789 shares of Common Stock to pay the exercise price and issuing to HoldCo an aggregate of 6,642,946 shares of Common Stock.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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. 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".

SEC source: 0001104659-24-057004 · tm2413211-2_4seq1.xml · nonDerivative · entry 1

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 129,600,189

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: On May 1, 2024, HoldCo partially exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on February 14, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"). As previously reported, on March 5, 2024, HoldCo exercised the portion of the warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the warrant. On May 1, 2024, HoldCo exercised the remaining 6,674,735 shares of Common Stock underlying the warrant.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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. 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".

SEC source: 0001104659-24-031909 · tm248121-2_4seq1.xml · derivative · entry 3

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0.16

Underlying: Common Stock · 35,077,905 shares

Expires 2034-02-14

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: On March 5, 2024, HoldCo partially exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on February 14, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), provided that HoldCo may not exercise any portion of the warrant to the extent that the number of shares of Common Stock to be issued to HoldCo upon such exercise would exceed 19.99% of the number of shares of Common Stock outstanding as of February 14, 2024 (the "19.99% Cap") until the twentieth calendar day following the date that the Issuer mails an information statement to its stockholders in accordance with SEC and Nasdaq listing rules. HoldCo has elected to exercise the portion of the warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the warrant, which is the maximum number of shares of Common Stock that HoldCo can acquire without exceeding the 19.99% Cap.

F3 · derivative.exercise_date: On March 5, 2024, HoldCo partially exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on February 14, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), provided that HoldCo may not exercise any portion of the warrant to the extent that the number of shares of Common Stock to be issued to HoldCo upon such exercise would exceed 19.99% of the number of shares of Common Stock outstanding as of February 14, 2024 (the "19.99% Cap") until the twentieth calendar day following the date that the Issuer mails an information statement to its stockholders in accordance with SEC and Nasdaq listing rules. HoldCo has elected to exercise the portion of the warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the warrant, which is the maximum number of shares of Common Stock that HoldCo can acquire without exceeding the 19.99% Cap.

F5 · balance_after: Following the exercise of the warrant reported herein, HoldCo holds 0.16 of the original warrant which will become exercisable for 6,674,735 shares of Common Stock on the twentieth calendar day following the date that the Issuer mails the information statement described above in Footnote 3.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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. 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".

SEC source: 0001104659-24-031909 · tm248121-2_4seq1.xml · nonDerivative · entry 2

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 122,925,454

F4 · kind: HoldCo paid the exercise price on a cashless basis pursuant to the terms of the warrant, resulting in the Issuer withholding 107,907 shares of Common Stock to pay the exercise price and issuing to HoldCo an aggregate of 34,969,998 shares of Common Stock.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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. 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".

SEC source: 0001104659-24-031909 · tm248121-2_4seq1.xml · nonDerivative · entry 1

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 123,033,361

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: On March 5, 2024, HoldCo partially exercised a warrant previously issued to it by SunPower Corp. ("Issuer") on February 14, 2024. The warrant is exercisable for shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), provided that HoldCo may not exercise any portion of the warrant to the extent that the number of shares of Common Stock to be issued to HoldCo upon such exercise would exceed 19.99% of the number of shares of Common Stock outstanding as of February 14, 2024 (the "19.99% Cap") until the twentieth calendar day following the date that the Issuer mails an information statement to its stockholders in accordance with SEC and Nasdaq listing rules. HoldCo has elected to exercise the portion of the warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the warrant, which is the maximum number of shares of Common Stock that HoldCo can acquire without exceeding the 19.99% Cap.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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. 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".

SEC source: 0001104659-24-024931 · tm246486-2_4seq1.xml · derivative · entry 1

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1

Underlying: Common Stock · 41,752,640 shares

Expires not disclosed

F6 · derivative.exercise_price: The Warrants are exercisable at an initial exercise price of $0.01 per share and will expire ten years following their issuance. Upon certain issuances ofCommon 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 willbe entitled to purchase upon exercise of the Warrants will be adjusted upward pursuant to an anti-dilution formula set forth in the Warrants. Additionally,pursuant to the terms of the Warrants, the number of shares for which the Warrants are exercisable and the exercise price for such shares may be adjustedfor 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.

F7 · derivative.exercise_price: On February 14, 2024, the Issuer received executed written consents from stockholders approving the issuance of all shares of Common Stock issuable upon exercise of the First Tranche Warrant exceeding 19.99% of the number of shares of Common Stock outstanding as of that date (the "19.99% Cap"), the issuance of Second Tranche Warrants and the issuance of all shares of Common Stock issuable upon exercise of Second Tranche Warrants. HoldCo may not exercise the Warrants to the extent that the number of shares of Common Stock to be issued to HoldCo upon such exercise would exceed the 19.99% Cap until the twentieth calendar day following the date that the Issuer mails an information statement to its stockholders.

F3 · kind: On February 14, 2024, SunPower Corp. (the "Issuer") entered into a second lien credit agreement (the "Credit Agreement") with HoldCo, pursuant to which HoldCo provided an approximately $175 million term loan facility comprised of a $125 million tranche that was borrowed on February 14, 2024 (the "Tranche 1 Loans"), and a second tranche of up to $50 million of loans is available to be borrowed upon the satisfaction of certain conditions (the "Tranche 2 Loans").

F4 · kind: In connection with the Credit Agreement, the Issuer agreed to issue to HoldCo warrants to purchase shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), in two tranches: (i) the first tranche ("First Tranche Warrant") reported herein consists of a warrant exercisable for 41,752,640 shares of Common Stock and (ii) the second tranche ("Second Tranche Warrants" and together with the First Tranche Warrant, the "Warrants") will consist of additional warrants exercisable for up to 33,402,112 shares of Common Stock.

F5 · kind: On February 14, 2024, concurrently with the issuance of the Tranche 1 Loans, the Issuer issued the First Tranche Warrant to HoldCo. The issuance of Second Tranche Warrants is subject to the Issuer's determination to call the Tranche 2 Loans, the size of the Tranche 2 Loans borrowed, Issuer's submission of anupdated business plan, among other conditions not in the control of HoldCo, and accordingly the Second Tranche Warrants are not a "derivative security"(as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) and are therefore not reportable forpurposes of Section 16 of the Exchange Act.

F3 · price: On February 14, 2024, SunPower Corp. (the "Issuer") entered into a second lien credit agreement (the "Credit Agreement") with HoldCo, pursuant to which HoldCo provided an approximately $175 million term loan facility comprised of a $125 million tranche that was borrowed on February 14, 2024 (the "Tranche 1 Loans"), and a second tranche of up to $50 million of loans is available to be borrowed upon the satisfaction of certain conditions (the "Tranche 2 Loans").

F4 · price: In connection with the Credit Agreement, the Issuer agreed to issue to HoldCo warrants to purchase shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), in two tranches: (i) the first tranche ("First Tranche Warrant") reported herein consists of a warrant exercisable for 41,752,640 shares of Common Stock and (ii) the second tranche ("Second Tranche Warrants" and together with the First Tranche Warrant, the "Warrants") will consist of additional warrants exercisable for up to 33,402,112 shares of Common Stock.

F5 · price: On February 14, 2024, concurrently with the issuance of the Tranche 1 Loans, the Issuer issued the First Tranche Warrant to HoldCo. The issuance of Second Tranche Warrants is subject to the Issuer's determination to call the Tranche 2 Loans, the size of the Tranche 2 Loans borrowed, Issuer's submission of anupdated business plan, among other conditions not in the control of HoldCo, and accordingly the Second Tranche Warrants are not a "derivative security"(as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) and are therefore not reportable forpurposes of Section 16 of the Exchange Act.

F6 · derivative.exercise_date: The Warrants are exercisable at an initial exercise price of $0.01 per share and will expire ten years following their issuance. Upon certain issuances ofCommon 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 willbe entitled to purchase upon exercise of the Warrants will be adjusted upward pursuant to an anti-dilution formula set forth in the Warrants. Additionally,pursuant to the terms of the Warrants, the number of shares for which the Warrants are exercisable and the exercise price for such shares may be adjustedfor 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.

F7 · derivative.exercise_date: On February 14, 2024, the Issuer received executed written consents from stockholders approving the issuance of all shares of Common Stock issuable upon exercise of the First Tranche Warrant exceeding 19.99% of the number of shares of Common Stock outstanding as of that date (the "19.99% Cap"), the issuance of Second Tranche Warrants and the issuance of all shares of Common Stock issuable upon exercise of Second Tranche Warrants. HoldCo may not exercise the Warrants to the extent that the number of shares of Common Stock to be issued to HoldCo upon such exercise would exceed the 19.99% Cap until the twentieth calendar day following the date that the Issuer mails an information statement to its stockholders.

F6 · derivative.expiration_date: The Warrants are exercisable at an initial exercise price of $0.01 per share and will expire ten years following their issuance. Upon certain issuances ofCommon 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 willbe entitled to purchase upon exercise of the Warrants will be adjusted upward pursuant to an anti-dilution formula set forth in the Warrants. Additionally,pursuant to the terms of the Warrants, the number of shares for which the Warrants are exercisable and the exercise price for such shares may be adjustedfor 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.

F3 · derivative.underlying_shares: On February 14, 2024, SunPower Corp. (the "Issuer") entered into a second lien credit agreement (the "Credit Agreement") with HoldCo, pursuant to which HoldCo provided an approximately $175 million term loan facility comprised of a $125 million tranche that was borrowed on February 14, 2024 (the "Tranche 1 Loans"), and a second tranche of up to $50 million of loans is available to be borrowed upon the satisfaction of certain conditions (the "Tranche 2 Loans").

F4 · derivative.underlying_shares: In connection with the Credit Agreement, the Issuer agreed to issue to HoldCo warrants to purchase shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), in two tranches: (i) the first tranche ("First Tranche Warrant") reported herein consists of a warrant exercisable for 41,752,640 shares of Common Stock and (ii) the second tranche ("Second Tranche Warrants" and together with the First Tranche Warrant, the "Warrants") will consist of additional warrants exercisable for up to 33,402,112 shares of Common Stock.

F5 · derivative.underlying_shares: On February 14, 2024, concurrently with the issuance of the Tranche 1 Loans, the Issuer issued the First Tranche Warrant to HoldCo. The issuance of Second Tranche Warrants is subject to the Issuer's determination to call the Tranche 2 Loans, the size of the Tranche 2 Loans borrowed, Issuer's submission of anupdated business plan, among other conditions not in the control of HoldCo, and accordingly the Second Tranche Warrants are not a "derivative security"(as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) and are therefore not reportable forpurposes of Section 16 of the Exchange Act.

F1 · ownership.nature: 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 · ownership.nature: 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".

SEC source: 0001104659-22-100059 · tm2225571-2_4seq1.xml · nonDerivative · entry 1

TotalEnergies SE · CIK 0000879764 · Director · 10% owner

TotalEnergies Gestion USA SARL · CIK 0001941906 · Director · 10% owner

TotalEnergies Holdings USA, Inc. · CIK 0001942439 · Director · 10% owner

TotalEnergies Delaware, Inc. · CIK 0001942500 · Director · 10% owner

TotalEnergies Renewables USA, LLC · CIK 0001942458 · Director · 10% owner

Sol Holding, LLC · CIK 0001942444 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 87,955,456

F1 · kind: Represents the sale of 50% less one unit of the equity interests in Sol Holding, LLC ("HoldCo") to GIP III Sol Acquisition, LLC ("Purchaser") in a privately negotiated transaction as partial consideration for the purchase of 50% of the equity interests in GIP III Zephyr Holdings, LLC. No shares were directly transferred to the Purchaser pursuant to the Transaction.

F1 · price: Represents the sale of 50% less one unit of the equity interests in Sol Holding, LLC ("HoldCo") to GIP III Sol Acquisition, LLC ("Purchaser") in a privately negotiated transaction as partial consideration for the purchase of 50% of the equity interests in GIP III Zephyr Holdings, LLC. No shares were directly transferred to the Purchaser pursuant to the Transaction.

F2 · ownership.nature: The securities reported herein are held directly by HoldCo, which is equally controlled by Purchaser and TotalEnergies Renewables USA, LLC. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. As a result, each of the foregoing entities may be deemed to beneficially own the securities reported herein.