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16,711,109 ordinary shares as of December 31, 2024

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

We are registered with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”) under the name “Maxeon Solar Technologies, Ltd.”

We were formed in the third quarter of 2019 under the name “Maxeon Solar Technologies, Pte. Ltd.” and converted to a public company on August 26, 2020 (the “Distribution Date”) under the Companies Act 1967 of Singapore (the “Singapore Companies Act”) under the name of “Maxeon Solar Technologies, Ltd.”

We prepare consolidated financial statements expressed in U.S. dollars. Our consolidated financial statements responsive to Item 17 of this Form 20-F are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

On January 20, 2025, the Company changed its fiscal year end to improve the process of consolidating its financial statements following the recent acquisition of a controlling interest in the Company by TCL Zhonghuan Renewable Energy Technology Co. Ltd., a joint stock limited company (“TZE”) incorporated under the laws of the Peoples Republic of China (“PRC”). For fiscal year 2024 and thereafter, the Company’s fiscal year will end on December 31. We made the fiscal year change on a prospective basis and did not adjust operating results for prior year. Therefore, the financial results will not be exactly comparable to the prior periods. We are not required to file a transition report because this change is not deemed a change in fiscal year for purpose of reporting subject to Rule 13a-10 or 15d-10 of the Securities Exchange Act of 1934, as the new fiscal year commences within seven days of the prior fiscal year. Previously, the Company had a 52-to-53-week fiscal year that ended on the Sunday closest to December 31. Accordingly, every fifth or sixth year was a 53-week fiscal year. Fiscal year 2023 and 2022 were 52-week fiscal years. Our fiscal year 2024 ended on December 31, 2024, our fiscal year 2023 ended on December 31, 2023, and our fiscal year 2022 ended on January 1, 2023.

We are a holding company of business contributed to Maxeon by SunPower Corporation (SunPower”) in connection with the spin-off (the “Spin-off”), which was completed on the Distribution Date. The Spin-off was completed by way of a pro rata distribution of all of the then-issued and outstanding ordinary shares of Maxeon to holders of record of SunPower’s ordinary shares as of the close of business on August 17, 2020. As of the Distribution Date, Maxeon became an independent, public company and the Maxeon shares commenced trading on the NASDAQ Global Select Market (“NASDAQ” or “Nasdaq”) under the symbol “MAXN”.

MAXEON is a registered trademark of Maxeon Solar Technologies, Ltd. Visit
https://corp.maxeon.com/trademarks for more information.

In this annual report, “we,” “us,” “our” and “Maxeon” shall refer to Maxeon Solar Technologies, Ltd. as the context may require.

Unit of Power When referring to our solar power systems, our facilities’ manufacturing capacity and total sales in this Form 20-F, the unit of electricity in watts for kilowatts (“KW”), megawatts (“MW”) and gigawatts (“GW”) is direct current (“DC”), unless otherwise noted as alternating current (“AC”).

LCOE is an evaluation of the life-cycle energy cost and life-cycle energy production of an energy producing system. It allows alternative technologies to be compared across different scales of operation, investment or operating time periods. It captures capital costs and ongoing system-related costs, along with the amount of electricity produced, and converts them into a common metric. Key drivers for LCOE measures for photovoltaic products include panel efficiency, capacity factors, reliable system performance, and the life of the system.

Our customers are focused on reducing their overall cost of energy by intelligently integrating solar and distributed generation (which we refer to as “DG”) sources, energy efficiency, energy management, and energy storage systems with their existing utility-provided energy. The CCOE measurement is an evaluation of a customer’s overall cost of energy, taking into account the cost impact of each individual generation source (including the utility), energy storage systems, and energy management systems. The CCOE measurement includes capital costs and ongoing operating costs, along with the amount of electricity produced, stored, saved, or re-sold, and converts all of these variables into a common metric. The CCOE metric allows customers to compare different portfolios of generation sources, energy storage, and energy management, and to tailor their solution towards optimization.

This Annual Report on Form 20-F (this “Form 20-F”) contains certain industry and market data that were obtained from third-party sources, such as industry surveys and industry publications, including, but not limited to, publications by BloombergNEF, S&P Global and PV Evolution Labs. This Form 20-F also contains other industry and market data, including market sizing estimates, growth and other projections and information regarding our competitive position, prepared by our management on the basis of such industry sources and our management’s knowledge of and experience in the industry and markets in which we operate (including management’s estimates and assumptions relating to such industry and markets based on that knowledge). Our management has developed its knowledge of such industry and markets through its experience and participation in these markets.

In addition, industry surveys and industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed and that any projections they contain are based on a number of significant assumptions. Forecasts, projections and other forward-looking information obtained from these sources involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section “Special Note About Forward-Looking Statements” below. You should not place undue reliance on these statements.

Certain statements relating to Maxeon in this Form 20-F or documents incorporated by reference constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the

“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, statements regarding: (a) our ability to (i) meet short-term and long-term material cash requirements, (ii) service our outstanding debts and make payments as they come due and (iii) continue as a going concern; (b) the success of our ongoing restructuring initiatives, including our attempts to refinance or equitize our debts, and our ability to execute on our plans and strategy; (c) our expectations regarding product pricing trends, demand and growth projections, including our efforts to enforce our intellectual property rights against our competitors; (d) disruptions to our operations and supply chain resulting from, among other things, government regulatory or enforcement actions, such as the denial of entry into the U.S. of our products by the U.S. Customs and Border Protection (“CBP”) for an unforeseeable amount of time, epidemics, natural disasters or military or trade conflicts, including the duration, scope and impact on the demand for our products, market disruptions from the war in Ukraine, the Israel-Hamas-Iran conflict and the escalating trade war and rising geopolitical tensions between the United States and China; (e) anticipated product launch timing and our expectations regarding ramp, customer acceptance and demand, upsell and expansion opportunities; (f) our expectations and plans for short- and long-term strategy, including our new focus on the U.S. market and investment, market expansion, product and technology focus, implementation of restructuring plans and projected growth and profitability; (g) our technology outlook, including our collaboration with TZE to develop our Maxeon 8 technology and production timelines for the Performance line solar panels, expected cost reductions, and future performance; (h) our strategic goals and plans, including statements regarding restructuring of our business portfolio and divesting our “rest-of-the-world” distributed generation business and our business in the Philippines, the closure and anticipated closure of certain of the Company’s facilities, the Company’s anticipated manufacturing facility in the U.S., our transformation initiatives and plans regarding supply chain adaptation, efforts to develop U.S. vendors and supply chain, improved costs and efficiencies, partnership discussions with respect to the Company’s next-generation technology, and our relationship with our existing customers, suppliers and partners, and our ability to achieve and maintain them; (i) our expectations regarding our future performance and revenues resulting from contracted orders, bookings, backlog, and pipelines in our sales channels and feedback from our partners; (j) our majority ownership by a controlling shareholder based in the PRC and the U.S. presidential administration’s aggressive stance toward China, and (k)our projected effective tax rate and changes to the valuation allowance related to our deferred tax assets. The forward-looking statements can be also identified by terminology such as “may,” “might,” “could,” “will,” “aims,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements.

These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks.

The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. Factors that could cause or contribute to such differences include, but are not limited to: (1) challenges in executing transactions key to our strategic plans, and other restructuring plans, as well as challenges in addressing regulatory and other obstacles that may arise; (2) our liquidity, substantial indebtedness, terms and conditions upon which our indebtedness is incurred, and ability to obtain additional financing for our projects, customers and operations and to refinance and/or equitize our debts; (3) an adverse final determination of the CBP investigation related to CBP’s examination of Maxeon’s compliance with the Uyghur Forced Labor Prevention Act; (4) our ability to manage supply chain shortages and/or excess inventory and cost increases and operating expenses; (5) potential disruptions to our operations and supply chain that may result from difficulties in hiring or retaining key personnel, epidemics, natural disasters, trade and military conflicts, including impacts of the war in Ukraine, conflicts in the Middle East and the escalating trade war between the U.S. and China; (6) our ability to manage our key customers and suppliers and develop new customers and suppliers in the United States; (7) the success of our ongoing research and development efforts and our ability to commercialize new products and services, including products and services developed through strategic partnerships, such as our collaboration with affiliates of TZE to develop our Maxeon 8 technology; (8) competition in the solar and general energy industry and downward pressure on selling prices and wholesale energy pricing, including impacts of inflation, economic recession and foreign exchange rates upon customer demand; (9) changes in regulation and public policy, including the imposition and applicability of tariffs and retaliatory measures thereto; (10) our ability to comply with various tax holiday requirements as well as regulatory changes or findings affecting the availability of economic incentives promoting use of solar energy and availability of tax incentives or imposition of tax duties; (11) fluctuations in our operating results; (12) appropriate sizing, or delays in developing our planned U.S. based manufacturing capacity and responding to development, manufacturing and logistical difficulties that could arise; (13) unanticipated impact to customer demand and sales schedules due, among other factors, global trade and military conflicts, economic recession and environmental disasters; (14) reaction by securities or industry analysts to our annual and/or quarterly guidance, in combination with our results of operations or other factors, and/ or third party reports or publications, whether accurate or not, which have caused and may continue to cause, such securities or industry analysts to cease publishing research or reports about us, or adversely change their recommendations regarding our ordinary shares, which may negatively impact the market price of our ordinary shares and volume of our stock trading; (15) the removal of our Company’s ordinary shares from prominent stock indices including the Russell 2000 and Russell 3000; and (16) unpredictable outcomes resulting from our litigation activities and other disputes. Forward-looking and other statements in this report may also address our corporate sustainability or responsibility progress, plans, and goals (including environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the SEC. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Some of these factors and other risks that affect our business are included and discussed in more detail in this Form 20-F, including under “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Form 20-F as anticipated, believed, estimated or expected. We provide the information in this Form 20-F as of the date of its filing. We do not intend, and do not assume any obligation, to update any information or forward-looking statements set out in this Form 20-F as a result of new information, future events or otherwise, unless as otherwise required by law.

1.A. DIRECTORS AND SENIOR MANAGEMENT

1.B. ADVISORS

1.C. AUDITORS

3.A. [RESERVED]

3.B. CAPITALIZATION AND INDEBTEDNESS

3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS

3.D. RISK FACTORS

The following is a summary of the principal risks discussed in greater detail in the following pages, that could materially and adversely affect our business, financial condition and results of operations, supply chain, intellectual property, cybersecurity, and ownership of our shares:

•We have incurred recurring losses and may not be profitable in the future. We are facing significant liquidity risks that raise substantial doubt about our ability to continue as a going concern, and our plans to maintain and increase our liquidity may not be successful.

•We have received an unqualified opinion from our auditor that includes a paragraph indicating that there is substantial doubt about our ability to continue as a going concern.

•Our cash flows have been, and may continue to be, negatively impacted by lower revenue as a result of the denial of entry for certain shipments of our products by the U.S. CBP and increasing price competition, as well as the general economic environment, cumulatively resulting in lower margins, among other implications.

•We may be unable to obtain access to external financing necessary to make adequate capital expenditures necessary to restructure our business, improve our profitability and remain competitive.

•The existence of substantial indebtedness could adversely affect our business, financial condition, and results of operations, as well as our ability to meet our payment obligations under our debt commitments.

•A significant portion of our assets, including our intellectual property, has been pledged as collateral.

•We have engaged in, and will continue to engage in, a series of transactions and restructuring plans to provide us with needed liquidity and re-orient the Company toward an exclusive focus on the U.S. market. There can be no assurance that the implementation of our restructuring plans will be successful, and the failure to implement these restructuring plans would have a material adverse impact on our business, financial condition, results of operations and prospects.

•Our Maxeon 3, Maxeon 6 and Performance 6 solar panels continue to be detained and denied entry by U.S. Customs and Border Protection and these denials of entry, unless resolved, will continue to significantly and adversely affect our business, revenues, margins, results of operations and cash flows.

•We have in the past engaged, and continue to engage, in transactions with our controlling shareholder or its affiliates, which could be perceived as not being at arm’s-length.

•We have entered into certain services agreements with TZE in connection with the sale of our Philippines and our “rest-of-the-world distributed generation business, and if we fail to perform our obligations under such agreements or fail to receive the benefits of the collaborations contemplated by such agreements, or if the terms in such agreements are perceived to be less beneficial than the terms we may have otherwise received from an unaffiliated purchaser, our financial results could suffer.

•If we fail to develop and introduce new and enhanced products, or fail to successfully reduce costs, we may be unable to compete effectively, and our ability to generate revenues, profits and cash flows could suffer.

•Rapid changes in the production capacities of both cells and modules in several non-US jurisdictions that have arisen in large part due to current or pending tariff actions by the United States including, without limitation, significant increases in production capacities in India, Indonesia, and Laos, have caused downward pressure on the prices of solar cells and modules, may result in increased or changing tariff policies and could cause us to lose sales or market share.

•Adverse global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity.

•The solar industry faces competition from other types of renewable and non-renewable power industries.

•Changes in international trade policies, tariffs, or trade disputes could significantly and adversely affect our business, revenues, margins, results of operations and cash flows.

•The reduction, modification or elimination of government incentives could cause our revenue to decline and harm our financial results.

•Existing regulations and policies and changes to these regulations and policies may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products.

•We may incur unexpected warranty and product liability claims that could materially and adversely affect our financial condition and results of operations, damage our market reputation, and prevent us from maintaining or increasing our market share.

•We are currently operating in a period of economic uncertainty and intermittent capital markets disruptions due to geopolitical instability and international trade and military conflicts, and our business, financial condition and results of operations may be materially adversely affected as a result.

•We are subject to a National Security Agreement imposing on us certain indefinite obligations and compliance requirements which on their own would limit the way we run our business, and to the extent that the Committee on Foreign Investment in the United States (“CFIUS”) finds us to not be in compliance with the terms of the National Security Agreement, our business and reputation may be negatively impacted.

•We may be classified as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, which could result in Maxeon being subject to U.S. federal income tax indefinitely.

•We have historically depended on a limited number of suppliers, which may continue to be the case as we establish a U.S.-focused supply chain, which might not be sufficiently reliable or cost-efficient, and cost increases or material shortages could subject us to delays, cancellations, penalty payments and loss of market share.

•Allegations of forced labor, the implementation of laws both recently enacted and proposed against the use of forced labor, and customer sentiment as a result of this issue, could have an adverse impact on our business.

•Our success depends on the continuing contributions of our key personnel and our ability to attract and retain qualified personnel in our industry.

•Inability to build customer demand following the loss of a significant customer continues to negatively impact our financial performance.

•Fluctuations in the demand for our products have caused and in the future may continue to cause impairment of long-lived assets or cause us to write off equipment or inventory or the pre-mature termination of certain contracts, and each of these events could materially and adversely affect our financial results.

•We intend to develop a U.S. based manufacturing facility, contingent on the necessary funding and other factors beyond our control, as part of our restructuring plan, and this initiative includes a number of risks which may hinder the success of the development of our U.S. based manufacturing facility.

•We could be adversely affected by any violations of anti-bribery laws.

•If we do not achieve satisfactory quality in manufacturing our solar products, our sales could decrease and our relationships with our customers and our reputation may be harmed.

•Fluctuations in interest rates or inflation could materially and adversely affect us.

•We are unable to successfully implement price increases to offset inflation and, as a result, our businesses and financial position and results of operations could be adversely affected.

•We are subject to extensive environmental laws and regulations and continue to incur significant costs to comply with such laws and regulations. If we are unable to comply with such laws and regulations, or more stringent laws or regulations are adopted, we may be subject to increased compliance costs, fines or other penalties and may be forced to suspend production

•We depend on our intellectual property, and we may face intellectual property infringement claims that could be time-consuming and costly to defend and could result in the loss of significant rights.

•We have announced an investigation into claims, we have filed claims, and we may file future claims against other parties for infringing our intellectual property, and such claims may be very costly and may not be resolved in our favor.

•Our business is subject to a variety of U.S. and foreign data protection regulations regarding personal data, privacy, and related matters.

•Our business is subject to a variety of U.S. and foreign data protection regulations regarding personal data, privacy, and related matters.

•We may not obtain sufficient patent protection on the technology embodied in the solar products we currently or plan to manufacture and market, which could harm our competitive position and increase our expenses.

•We may not be able to prevent others from using trademarks in connection with their solar power products, which could adversely affect the market recognition of our name and our revenue, profits and cash flows

•We may be subject to breaches of information technology systems utilized by us or our suppliers, vendors, customers and other third parties with whom we conduct business, which could impact our business or our business data, lead to disclosure of our internal information, damage our reputation or relationships with suppliers or customers, disrupt access to our online services, and impact our operations. Such breaches could subject us to significant reputational, financial, legal, and operational consequences.

•We may be subject to information technology system failures or network disruptions that could damage our business operations, financial conditions, or reputation.

•Various restructuring initiatives (the “Debt Restructuring Transactions”) and the transactions contemplated under the Forward Purchase Agreement involved the issuance of a substantial amount of ordinary shares, which were and continue to be dilutive and could result in a significant decrease in the price of our ordinary shares.

•If a substantial number of Maxeon shares become available for sale and are sold in a short period of time, the market price for our shares could experience volatility and/or decline.

•Your percentage ownership in Maxeon may be diluted in the future.

•The effect of the Physical Delivery Forward and Prepaid Forward, which were entered into in connection with the issuance of our Green Convertible Notes, may affect the value of Maxeon shares and may result in unexpected market activity in Maxeon shares.

•We are subject to counterparty risk with respect to the Prepaid Forward and the Physical Delivery Forward.

•We do not intend to pay dividends on our shares and no assurance can be given that we will pay or declare dividends in the future.

•We may issue additional Maxeon shares, other equity or equity-linked or debt securities, which may materially and adversely affect the price of the Maxeon shares.

•The market price for Maxeon shares has been, and may in the future continue to be, volatile.

•We have been removed from several stock market indices and several securities analysts have ceased regular coverage of our business. If securities analysts do not publish research or reports about our business, or do not publish information at all, we could continue to lose visibility in the market place and our stock price or trade volumes could further decline.

•We are a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

•As a foreign private issuer, and also as a “controlled company” within the meaning of the Nasdaq Listing Rules and independently from our status as a foreign private issuer, we are permitted to, and follow certain home country corporate governance requirements in lieu of certain NASDAQ requirements applicable to domestic issuers.

•We have in the past received notifications from The Nasdaq Stock Market LLC regarding our failure to comply with certain continued listing requirements, and if we fail to comply with such requirements in the future, we risk delisting from Nasdaq.

•Our compliance obligations as a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

•We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our shares.

•If we fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operation or meeting our reporting Obligations. We may in the future identify a material weakness in our internal control over financial reporting that could cause investors to lose confidence in the reliability of our financial statements and result in a decrease in the value of our shares.

•Our insurance for certain indemnity obligations we have to our officers and directors may be inadequate, and potential claims could materially and negatively impact our financial condition and results of operations.

•We are incorporated in Singapore and our shareholders may have greater difficulty in protecting their interests than they would as shareholders of a corporation incorporated in the United States.

•Singapore corporate law may impede a take-over of our company by a third party, which could adversely affect the value of our shares.

•Under Singapore law, our directors have general authority to allot and issue new shares on terms and conditions and with any preferences, rights or restrictions as may be determined by the Maxeon Board in its sole discretion.

•Our controlling shareholder will be able to exert substantial influence over corporate matters and control the outcome of shareholder actions of the Company, which may also give rise to conflicts of interest.

•Our relationships with Chinese suppliers and shareholders, including our controlling shareholder, may expose us to risks based on U.S. policies such as China’s designation as “a covered nation” and our controlling shareholder’s possible designation as a “foreign entity of concern” under guidance and regulations promulgated by the U.S. Department of Energy.

•Our controlling shareholder is a Chinese enterprise subject to the laws and regulations of the PRC, and given the aggressive posture the U.S. has been taking against China, as well as the risk that our controlling shareholder may be designated as a FEOC, such direct and indirect affiliation could pose reputational risks to the Company and invite scrutiny from Congressional committees like the House Select Committee on Competition with the CCP, which could have a negative impact to our business.

•Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions .

•It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in Singapore or China.

We have incurred recurring losses and experienced negative cash flows from operations for the past two fiscal years, and we may continue to incur operating losses. As of December 31, 2024, we had an accumulated deficit of approximately $1.4 billion, and for the fiscal year ended December 31, 2024, we had revenues of approximately $509 million (down from $1.1 billion in fiscal year 2023) and negative cash flows from operating activities of approximately $270 million. Our ability to generate revenue and operating cash flows have been severely curtailed in the short-term by, among other things, the denial of entry into the U.S. for certain shipments of our products by the CBP and lower demand for our products and downward pressure in prices. See Item 3.D. “Risk Factors—Our Maxeon 3, Maxeon 6 and Performance 6 solar panels continue to be detained and denied entry by U.S. Customs and Border Protection and these denials of entry, unless resolved, will continue to significantly and adversely affect our business, revenues, margins, results of operations and cash flows.” and “Item 4.A. History and Development of the Company— Significant Acquisitions, Dispositions and other Events.”

Our financial position raises significant liquidity concerns and we do not expect to generate sufficient operating cash flows over the next twelve months, such that we will be dependent on sources of financing other than our cash flow from operations. Our existing capital resources may be insufficient to fund our operations for the next twelve months, and we may be unable to realize our assets or discharge our liabilities in the normal course of business. These conditions raise substantial doubt about our ability to continue as a going concern. To mitigate these risks, we are undergoing a series of restructuring efforts, including re-orienting the business toward the U.S. market through divesting our non-U.S. businesses and assets, but such efforts may be unsuccessful in providing the liquidity that we need to sustain our operations, pay our obligations as they come due, and implement our plans to develop manufacturing capabilities and sell our products domestically in the United States.

Our continued existence is dependent on our ability to restructure our business to focus on the U.S. market, including the development of our manufacturing facility in New Mexico which is contingent on necessary funding and other factors beyond our control. We expect to devote substantial capital resources to these efforts, and there can be no assurance that we will be successful in accessing the additional capital and liquidity necessary to do so. Even if we are successful in raising additional funds, our expenses may exceed expectations, or we may deplete our available capital resources more quickly than anticipated.

We have received an unqualified opinion that included an explanatory paragraph on “going concern” from our independent registered public accounting firm, reflecting substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contemplate that we will continue as a going concern and do not contain any adjustments that might result if we were unable to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and implement our business plan and address and/or modify our liabilities including trade payables as they become due, as necessary or appropriate. If we are unable to achieve or sustain profitability or to secure additional financing on acceptable terms, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern. In addition, if we are unsuccessful in raising sufficient capital to support our operations, we may be unable to pay our suppliers and other service providers on time, or at all. If any of our key suppliers and service providers were to cease working with us or subject the delivery of products to timing or payment preconditions, our business activities may be adversely affected, which could have a material adverse effect on our business and operations. Further, the perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations. Any such inability to continue as a going concern may result in our stockholders losing their entire investment. There is no guarantee that we will become profitable or secure additional financing on acceptable terms.

During fiscal year 2024 and continuing through the date hereof, we have seen unfavorable impacts on our cash flows and working capital requirements due to the denial of entry for certain shipments of our products by the U.S. CBP. While we may make future imports of the same or different solar products, as each shipment is evaluated independently, CBP’s decision implies that future imports of the same products with identical supply chain traceability documentation would likely be denied entry.

As such, this has currently rendered us unable to generate cash flow from the sale of such products. Additionally, our cash flows have been negatively impacted by lower demand for our product and downward pressure in prices, that can be attributed in part to the volatility and disruption caused by the increasing competition as a result of the increase in the global supply of solar cells and panels, termination of our supply agreements with a significant customer, as well as ongoing geopolitical tensions, including wars or conflicts in Ukraine and the Middle East and recent trade conflicts discussed herein. The solar industry in general is volatile, which can be attributed in part to these factors. See Item 3.D.“Risk Factors – Risks Related to the Maxeon Business - We are currently operating in a period of economic uncertainty and intermittent capital markets disruptions due to geopolitical instability and international trade and military conflicts, and our business, financial condition and results of operations may be materially adversely affected as a result.”

Our cash flows are subject to the negative impact of increases in our working capital requirements attributable to our development of new supplier relationships and the preparation and ramp up of new production capacities, including our planned manufacturing facility in the U.S. Our working capital needs may be greater than we currently anticipate if sales and associated receipt of cash proceeds are delayed, payment terms to vendors are shorter than anticipated, credit facilities which we rely on for short-term working capital funding are reduced, terminated or not renewed upon expiry, transit times continue to be extended, our costs of supply and logistics continue to increase or if we hold more inventory or buffer stocks or accelerate restructuring of our manufacturing capacity internally.

These conditions may continue or worsen, which could have a material and adverse effect on our business, results of operations and financial condition. As of the date of this report, there is substantial doubt regarding our ability to continue as a going concern, in part due to these factors as well as other factors described herein.

To develop or scale new products, establish alternative manufacturing facilities and supply chain, improve profitability, support future growth, achieve operating efficiencies, and maintain product quality, significant capital and other investments in manufacturing technology, facilities and capital equipment, research and development, and product and process technology. Our manufacturing and assembly activities have required and will continue to require significant investment of capital and substantial engineering expenditures.

We have announced plans to deploy a multi-GW factory in the United States to manufacture solar products. This investment plan requires significant expenditures and is contingent upon us securing the necessary financing and depends on several factors which are beyond our control. Any additional debt also would need to be permissible under the terms of the indentures for our Amended 1L Notes, New 1L Notes and 2L Notes, which limit our ability to incur additional indebtedness. See Item 3.D.“Risk Factors — Risks Related to Our Liquidity — A significant portion of our assets, including our intellectual property that we hold outside of the United States, have been pledged as collateral.” Further, any additional debt would result in increased expenses and collateralization and likely impose new restrictive covenants.

Our failure to secure additional financing would affect our ability to continue to make the planned capital expenditures that, which we believe are necessary to grow our business and remain competitive, which would materially and adversely affect our business, results of operations and financial condition.

As of December 31, 2024, we had $352.3 million of debt outstanding, comprised mainly of $209.5 million under the Amended 1L Notes, $97.5 million under the New 1L Notes and $44.1 million under the Exchange Notes. Our debt obligations could have material consequences on our future operations, including:

•restricting our ability to raise capital on terms acceptable to us as we face liquidity challenges reflected also by the unqualified opinion that included an explanatory paragraph regarding the Company’s ability to continue as a going concern from our auditor;

•making it more difficult for us to meet our payment and other obligations under our outstanding debt;

•reducing the availability of our cash flows to fund working capital, capital expenditures and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

•limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and

•placing us at a competitive disadvantage compared with our competitors that have less debt or have lower leverage ratios.

Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flows, which, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flows from operations, or that future borrowings will be available to us under our existing or any future debt instruments or otherwise, in an amount sufficient to enable us to meet our payment obligations under our debt obligations and to fund other liquidity needs. In fiscal year 2024, we had a net loss of $614.6 million and there is substantial doubt regarding our ability to continue as a going concern, given that, without renegotiating the terms with vendors and customers, including but limited to pushing out certain obligations as they become due, we do not have sufficient funds to meet our working capital requirements and satisfy our committed obligations and run operations normally for the next twelve months. If we are unable to generate sufficient cash flows to service our debt obligations, we may need to refinance or restructure our debt or seek to raise additional capital. There can be no assurance that we will be successful in any refinancing or debt restructuring effort.

We have pledged a significant portion of our assets, including our intellectual property, as collateral to secure the Amended 1L Notes, New 1L Notes and 2L Notes, and may pledge other assets to secure other indebtedness. The Amended 1L Notes, New 1L Notes and 2L Notes indentures contain, and other debt instruments we may enter into may contain, covenants that limit our ability to engage in specified types of transactions. These covenants would likely limit our ability to, among other things:

•Incur certain additional indebtedness;

•Make certain investments;

•Sell or dispose of certain assets;

•Grant liens; and

•Consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.

A breach of any of these covenants and certain other customary events of default, such as the failure to make principal or interest payment when due, among others, could result in the holders of the Amended 1L Notes, New 1L Notes and 2L Notes, or other indebtedness electing to declare all the outstanding principal amount of Amended 1L Notes, New 1L Notes and 2L Notes, or such other indebtedness, as the case may be, to become immediately due and payable, which could result in a material adverse effect on our financial condition. If we do not have sufficient funds to repay the amounts due under the Amended 1L Notes, New 1L Notes and 2L Notes, or such other indebtedness, the holders thereof may enforce on the relevant collaterals, including potentially the sale or licensing of the intellectual property that we hold outside of the United States, which will likely have a material adverse effect on our business operations and prospects. Events of default under the Amended 1L Notes, New 1L Notes and 2L Notes, or other indebtedness may result in, among other things, restructuring or other insolvency proceedings. In the event of such a proceeding or other reorganization of our debt, our creditors would have priority over our stockholders, and the value of our shares could be eliminated.

implement these restructuring plans would have a material adverse impact on our business, financial condition, results of operations and prospects.

As reported elsewhere in this Annual Report, during fiscal year 2024, the Company underwent a series of debt restructuring transactions that resulted in significant deleveraging of our balance sheet, following which TZE became our controlling shareholder. For additional information about these transactions, please see “Item 7.B. Related Party Transactions—Agreements with TZE—Financing Transactions with TZE.” In addition, on March 3, 2025, and April 4, 2025, respectively, we announced the successful completion of two transactions involving the sale of multiple direct and indirect non-U.S. subsidiaries, comprising the Company’s “rest-of-the-world” distributed generation business as well as our Philippines operations, to affiliates of TZE as part of a series of transactions to strategically restructure our business portfolio and geographic focus to concentrate exclusively on the U.S. market. For additional information regarding the above transactions and the ancillary agreements entered into in connection therewith, please see “Item 4.A. History and Development of the Company—Significant Acquisitions, Dispositions and other Events.”

Additionally, as previously announced in connection with our focus on the U.S. market, we have entered into a lease to develop a U.S. based manufacturing facility based in Albuquerque, New Mexico, contingent on necessary funding and other factors beyond our control, that will enable us to commence domestic production in the United States. On March 28, 2025, we entered into an amendment to the lease to revise the timeline for certain owner-completed construction activities, some of which are now underway. We have also completed early design and layout activities for the initial phase of manufacturing. In light of new tariffs, we are also focused on developing alternative manufacturing and supply chains, identifying additional domestic component vendors, and improving the versatility and resiliency of our supply chains. We will continue to evaluate and engage in restructuring activities that are intended to provide further liquidity and facilitate our transition to U.S.-focused operations, such as our ongoing evaluation of the closure or repurposing (including sales) of our Malaysia and Mexico production facilities, the development of our network of U.S. partners, improving efficiencies, streamlining operations, reducing costs and establishing a versatile and resilient supply chain and addressing and/or modifying our liabilities including trade payables as they become due as necessary or appropriate.

The success of these restructuring plans depend on a number of factors, including our ability to (i) build a resilient supply chain necessary for the U.S. market that will withstand the impact of the tariffs being levied by the current U.S. presidential administration against products imported from other countries, (ii) ramp up U.S. domestic production by building out manufacturing facilities cost-effectively with the necessary financing, and (iii) achieve the requisite production capacity to meet market demand at competitive cost. See also Item 3.D. – “Risk Factors – Risks Related to Our Operations – We intend to develop a U.S. based manufacturing facility, contingent on the necessary funding and other factors beyond our control, as part of our restructuring plan, and this initiative includes a number of risks which may hinder the success of the development of our U.S. based manufacturing facility.” We may also face challenges relating to our plans to collaborate with TZE and certain of our divested non-U.S. subsidiaries, such as the continued joint development of our next generation technology and sharing of related costs pursuant to a Bilateral Development Services Agreement entered into between us and an affiliate of TZE in connection with the sale our Philippines manufacturing operations. Moreover, we may discover that such restructuring plans and divestments will make it more difficult for us to pursue new initiatives or research and development activities and we may not realize the intended benefits of such collaborations. Our restructuring plans may yield unintended consequences and costs, such as workforce attrition, a reduction in morale among our remaining employees, and the risk we may not achieve the liquidity, cost savings, revenue opportunities or other anticipated benefits of such efforts, all of which could adversely affect our business, financial condition, results of operations and prospects. If we are not successful in our efforts to transform into a U.S.-focused company and start improving our profitability, our business may suffer severe consequences, including having to declare bankruptcy or liquidation.

In July 2024, five truckloads of our solar modules were detained for the first time by the CBP at the US-Mexico

border. We continue to be subject to the detention and denial of entry of certain of our products at the U.S. border by the U.S. Customs and Border Protection (“CBP”). In late March 2025, the CBP informed Maxeon that it had denied the Company’s protests regarding the detained shipments of Maxeon 3, Maxeon 6, and Performance 6 solar panels that started under the Biden Administration in July 2024, resulting in their continued exclusion.

This decision was made despite Maxeon’s comprehensive and transparent mapping of its supply chains and submission of thousands of pages of documentation demonstrating full compliance with the UFLPA. CBP has cited no evidence that Maxeon’s products do not comply with the UFLPA, nor has CBP even made such allegation. Instead, the CBP decision was based on what it claims was insufficient documentation. We maintain that CBP’s actions are without merit and have commenced a legal action to contest CBP’s decision at the U.S. Court of International Trade, demonstrating that our legacy supply chains are fully UFLPA-compliant.

While CBP’s decision does not prevent Maxeon from making future imports of the same or different solar products with modified supply chain traceability documentation as each shipment is evaluated independently, CBP’s decision implies that future imports of our Maxeon 3, Maxeon 6, and Performance 6 solar panels with identical supply chain traceability documentation would likely be denied entry. Any future importation of our solar products into the United States may be subject to heightened scrutiny by CBP, regardless of the legality of our manufacturing processes, sourcing of raw materials, or shipping arrangements, which may result in delays, detentions, and/ or denial of entry for our products at the U.S. border.

To date, our inability to sell and deliver our products to U.S.-based customers due to the denial of entry by the CBP for the above-mentioned detained shipments of Maxeon 3, Maxeon 6, and Performance 6 solar panels has significantly and adversely affected our business, revenues, margins, results of operations and cash flows. As described further in this Annual Report, we are seeking to address these denials of entry for our products as quickly as possible and we have commenced a legal action to contest CBP’s decision at the U.S. Court of International Trade, but we can make no assurance that future imports of the same or different solar products would be permitted to enter the U.S.. The disruption to our operations and liquidity caused by such detentions may continue for an unforeseeable amount of time, and such detentions, unless resolved, will continue to significantly and adversely affect our business, revenues, margins, results of operations and cash flows. For additional information about the CBP detentions, please see Item 3.D.“Risk Factors – Risks Related to Our Operations – Allegations of forced labor, the implementation of laws both recently enacted and proposed against the use of forced labor, and customer sentiment as a result of this issue, could have an adverse impact on our business.”

TCL Zhonghuan Renewable Energy Technology Co., Ltd., together with its subsidiaries and affiliates (“TZE”) is our controlling shareholder and a related party. We have engaged in the past, and continue to engage, in transactions with TZE. These transactions include, without limitation, secured lending transactions, equity financing transactions and the sale of certain assets and subsidiaries of the Company, including, in the first quarter of 2025, (i) our sale to TZE of 100% of the equity interests in SunPower Philippines Manufacturing Ltd (“SPML”) and related assets located within the Philippines, and (ii) the sale to TZE of 100% of the equity interests in the Company’s direct and indirect non-U.S. subsidiaries organized under the laws of Malta, the United Kingdom, Israel, Italy, Germany, the Netherlands, Spain, Mexico, Belgium, Australia, Chile, Korea, France, Brazil, Venezuela, South Africa, and Japan in addition to certain assets related thereto. See “Item 4.A. History and Development of the Company— Significant Acquisitions, Dispositions and other Events.” Additionally, TZE has designated a majority of the members of our Board. Transactions between the Company and TZE are approved by our Audit Committee and our Board of Directors, including a majority of the disinterested directors with respect to such transaction, as appropriate, and we believe that all such transactions are on terms no less favorable to the Company than would be obtained from an unaffiliated third-party. Nonetheless, these transactions could be perceived as being conflicted and we may be subject to litigation which may cost the Company additional resources, the outcome of which cannot be predicted and may negatively affect our financial position.

In connection with our sale to TZE of 100% of the equity interests in SunPower Philippines Manufacturing Ltd and related assets located within the Philippines, Maxeon and TZE, including the respective affiliates thereof, have entered into (i) a transitional services agreement relating to certain global shared services utilized by the divested assets, and (ii) a Bilateral Development Services Agreement (as defined below) relating to the cooperation of TZE and the Company in the development of Max 8 solar cell technologies. In connection with our sale to TZE of 100% of the equity interests in our direct and indirect non-U.S. subsidiaries organized under the laws of Malta, the United Kingdom, Israel, Italy, Germany, the Netherlands, Spain, Mexico, Belgium, Australia, Chile, Korea, France, Brazil, Venezuela, South Africa, and Japan in addition to certain assets related thereto, Maxeon and TZE, including the respective affiliates thereof, have also entered into an additional transitional services agreement for the mutual provision of shared services for a period of one year following the closing of such transaction. See “Item 4.A. History and Development of the Company— Significant Acquisitions, Dispositions and other Events.” Such agreements provide for the performance of certain obligations by each party for a period of time after the transactions. If either party is unable or unwilling to satisfy its obligations under these agreements, we could incur operational difficulties or losses, and if the Company does not satisfactorily perform its obligations under these agreements, we could be held liable for resulting losses suffered by TZE or its affiliates. In addition, during the transition services period, the Company’s management and employees may be required to divert their attention away from our business in order to provide services to the divested subsidiaries, TZE or its affiliates, which could adversely affect the Company’s business.

The success of our collaboration with TZE in developing the Maxeon 8 technologies will depend on the efforts by both parties and the skill sets of our respective employees. This collaboration may not result in the development of products that achieve commercial success, and the Bilateral Development Services Agreement could be terminated prior to the successful development of any such products. In the event that the Bilateral Development Services Agreement is terminated or expires, we may be required to devote additional resources to development of the Maxeon 8 technologies.

Our solar panels are competitive in the market as compared with lower cost conventional solar cells, such as thin-film, due to our products’ higher efficiency, among other things. A principal component of our business strategy is reducing costs to manufacture our products competitively and profitably. If our competitors are able to drive down their manufacturing costs or increase the efficiency of their products faster than we can, or if competitor products are exempted from tariffs and quotas and ours are not or if they benefit from lower tariffs and quotas than us, our products may become less competitive even when adjusted for efficiency. For example, in 2023, while we were in the process of preparing for the market introduction of our next generation Maxeon 7 products, competitor products became available in the solar power market that performed close to the efficiency levels of our current products which negatively impacted demand for these currently offered products. Further, if raw materials costs and other third-party component costs increase, we may not meet our cost reduction targets. If we cannot effectively manage our costs, our competitive position could suffer, we could lose sales and/or market share, and our margins could be adversely affected.

The solar power market is characterized by continually changing technology and improving features, such as increased efficiency, higher power output and enhanced aesthetics. Technologies developed by our direct competitors, including thin-film solar panels and other solar technologies, may provide energy at lower costs than our products. We also face competition in some markets from other energy generation sources, including conventional fossil fuels, wind, biomass, and hydro. In addition, we compete with traditional utilities that supply energy to our potential customers. Such utilities have greater financial, technical, operational and other resources than we do, as well as existing infrastructure to energy distribution. If electricity rates decrease and our products become less competitive by comparison, our operating results and financial condition could be adversely affected.

Failure to further refine our technology, reduce costs in our manufacturing process, and develop and introduce new solar power products could cause our products or our manufacturing facilities to become less competitive or obsolete, which could reduce our market share, cause our sales to decline, and cause the impairment of our assets. We are required to continually develop new solar power products and enhancements for existing solar power products to keep pace with evolving industry standards, competitive pricing and changing customer preferences, expectations, and requirements.

It is difficult to successfully predict the products our customers will demand. If we cannot continually improve the efficiency and prove the reliability of our solar panels as compared with those of our competitors, our pricing will become less competitive, we could lose market share, and our margins would be adversely affected.

As we introduce new or enhanced products or integrate new technology and components into our products or restructure our manufacturing capacity, we will face risks relating to new product launches and transitioning to new technologies and / or execution of our restructuring plans including, among other things, the incurrence of high fixed costs, competition for equipment and human capital, technical challenges which may result in delivery delays, acceptance of products by our customers, disruption in customers’ ordering patterns, insufficient supplies of new products to meet customers’ demand, possible product and technology defects arising from the integration of new technology and a potentially different sales and support environment relating to any new technology. For example,we intend to develop U.S.-based manufacturing facilities, contingent on us securing the necessary funding and other factors beyond our control. See Item 3.D.“Risk Factors—Risks Related to Our Operations—We intend to develop a U.S. based manufacturing facility, contingent on the necessary funding and other factors beyond our control, as part of our restructuring plan, and this initiative includes a number of risks which may hinder the success of the development of our U.S. based manufacturing facility.” To the extent we fail to achieve our restructuring plans, we may significantly impair our plans for entering the large-scale commercial and utility-scale power plant markets in the United States and our plans for growth in the U.S. market. Our failure to manage the transition to newer products or the integration of newer technology and components into our products could adversely affect our business’s operating results, financial condition and cash flows.

Global solar cell and panel production capacity and supply have been materially increasing in several non U.S. jurisdictions, such as India, Indonesia and Laos, in large part due to current or pending tariff actions by the United States and solar cell and solar panel manufacturers currently have excess capacity, relative to global demand. The solar industry has experienced and may continue to experience periods of structural imbalance between supply and demand, and that such periods result in unpredictability (i.e. pressure on pricing or imbalanced supply due to governmental policies). Excess capacity and industry competition have resulted in the past, including in 2024, and may continue to result, in excess supply and/or substantial downward pressure on the price of solar cells and panels, including our products. More recently, there has been additional pressure on global demand as a consequence of the excess supply and decreasing average selling prices resulting from fluctuating supply and demand in certain solar markets, as well as increasing supply chain costs. Intensifying competition has and could continue to cause us to lose sales or market share or hold excess inventories. The excess of global supply coupled with the decline in demand in light of a global economic slowdown caused by events such as an economic recession, high interest rates and the associated decrease in consumer spending, has resulted and may continue to result in a global price reduction, such as the global price reduction that accelerated since the second half of 2023. Fluctuations in supply and demand caused by governmental policies such as the “dual control of energy consumption policy of China” and “compulsory consumption of green energy by high energy- consuming enterprises policy in China”, as well as other increased supply chain costs, may result in a global increase in the price of certain supply commodities, similar to what occurred in 2021. See Item 3.D. “Risk Factors – Risks Related to our Supply Chain - We will continue to be dependent on a limited number of third-party suppliers for certain raw materials and components for our products, and increases in the costs for raw materials and components required for our solar products could prevent us from delivering our products to our customers within required timeframes and could in turn result in sales and installation delays, cancellations, penalty payments, and loss of market share.” Such price fluctuations and impacts on demand are difficult to plan for and could have a negative impact on the amount of inventory which we hold, our revenue and earnings, and could materially adversely affect our business, financial condition and cash flows. In addition, in such a market environment, internal pricing forecasts can be challenging to estimate and ultimately inaccurate, which has caused and in the future could cause our financial results to be different than forecasted. Uncertainty with respect to United States, PRC, European and other government policies, including trade barriers, tariffs, subsidies or other incentives for solar projects, may continue to cause increased, decreased, or volatile supply and/or demand for solar products, which in turn will negatively impact our revenue and earnings.

See Item 3.D.“Risk Factors – Risks Related to the Maxeon Business - Changes in international trade policies, tariffs, or trade disputes could significantly and adversely affect our business, revenues, margins, results of operations and cash flows.”

A general slowdown in the global economy, including a recession, due to inflation, geopolitics and trade conflicts (including tariffs and retaliatory trade measures), major central bank policy actions including interest rate increases, public health crises, or other factors, or a tightening of the credit markets, could negatively impact our business, financial condition and liquidity. As credit markets become more challenging, customers may be unable or unwilling to obtain financing for the cost of our products, and the parties that have historically provided this financing may cease to do so, or only do so on terms that are substantially less favorable for our customers, any of which could materially and adversely affect sales of our products and our revenue and growth of our business. See Item 3.D.“Risk Factors – Risks Related to Our Operations - Fluctuations in interest rates or inflation could materially and adversely affect our business and results of operations.” as well as “Risk Factors – Risks Related to Our Operations - We are unable to successfully implement price increases to offset inflation and, as a result, our businesses and financial position and results of operations could be adversely affected.” Cancellations or rescheduling of customer orders have resulted and may continue to result in the delay or loss of anticipated sales without allowing us sufficient time to reduce, or delay the incurrence of, our corresponding inventory and operating expenses. In addition, changes in forecasts or the timing of orders from these or other customers expose us to the risks of inventory shortages or excess inventory. Adverse global economic conditions have from time to time caused or exacerbated significant slowdowns in the industries and markets in which we operate, which may adversely affect our business and results of operations. Macroeconomic weakness and uncertainty also make it more difficult for us to accurately forecast revenue, gross margin and expenses, and may make it more difficult to raise or refinance external financing to fund our operations and capital expenditures.

The solar industry faces competition from other types of renewable and non-renewable power industries.

The solar industry faces competition from other renewable energy companies and non-renewable power industries, including nuclear energy and fossil fuels such as coal, petroleum and natural gas. Technological innovations in these other forms of energy may reduce their costs or increase their safety. Large-scale new deposits of fossil fuel may be discovered, which could reduce their costs. Local governments may decide to strengthen their support for other renewable energy sources, such as wind, hydro, biomass, geothermal and ocean power, and reduce their support for the solar industry. The inability to compete successfully against producers of other forms of power would reduce our market share and negatively affect our results of operations.

Developments in international trade have the potential to adversely impact our business:

The various tariffs that have been, or are threatened to be, imposed by the new U.S. presidential administration may have a negative impact on the global economy, including the solar manufacturing industry and our business.

Concentrated Solar Photovoltaic (“CSPV”) Safeguard Measure. The United States has imposed a safeguard measure on imported solar cells, laminates and modules since February 7, 2018. On February 4, 2022, this safeguard measure was extended for four additional years pursuant to Proclamation 10339, based on recommendations by the U.S. International Trade Commission to continue providing relief to U.S. manufacturers. Modules were subjected to a tariff of 14.75% during the first year of the extension (which ran from February 7, 2022 to February 6, 2023), and are now subject to a tariff rate of 14% until the safeguard measure expires in February 2026. Cells during this period have been subject to a tariff-rate quota, with tariffs on the above-quota imports matching those applicable to modules.

Bifacial modules are covered by the safeguard measure during this, its final year. This means that any shipments of bifacial Performance line modules assembled in our Mexico facility prior to February 6, 2026 will face safeguard tariffs. Importation of mono-facial Performance line modules assembled in Mexico, until February 2026, will also be subject to the safeguard measure. Solar cells and modules based on our interdigitated back contact (“IBC”) technology, like our Maxeon 2, Maxeon 3, Maxeon 5, Maxeon 6 and related products, have enjoyed an exclusion from the safeguard measure since September 2018 and remain exempt.

Latest Antidumping and Countervailing Duty Cases Focusing on Southeast Asia. In April 2024, a group of domestic producers filed petitions seeking imposition of antidumping and countervailing duties on imports of CSPV cells, whether or not assembled into modules, from Cambodia, Malaysia, Thailand and Vietnam. The U.S. Department of Commerce issued final affirmative determinations on dumping and subsidization on April 18, 2025. The U.S. International Trade Commission (“USITC”) is scheduled to make a final injury determination on June 2, 2025; if that determination is affirmative and Orders issue, any modules assembled in Mexico from cells fabricated in Malaysia would be subject to cash deposit requirements and eventual definitive duties.

Section 301 Tariffs. In 2017, the USTR initiated an investigation under Section 301 of the Trade Act of 1974 into the PRC government’s acts, policies and practices related to technology transfer, intellectual property and innovation. Starting in 2018, the USTR has imposed additional import duties of up to 25% on certain PRC products. Relevant affected products include certain solar power system components and finished products, including those purchased from our suppliers for use in our products and used in our business. The United States and China may continue or even escalate the retaliatory measures implemented since 2018, and no effort is currently underway to negotiate an agreement that would serve as a basis for rolling back those measures. A statutorily-required 4-year review of the Section 301 tariffs concluded in 2024 with an announcement by USTR that the vast majority of the tariffs would remain in place; tariff rates were even raised on some items including solar cells and modules originating in China.

Other New Tariffs. The Trump administration in its first three months has announced a wide array of tariff measures, including, most importantly, tariffs based on the 1977 International Economic Emergency Powers Act and on Section 232 of the 1962 Trade Expansion Act. These announcements impose actual and/or threatened duties on products from countries including Malaysia and Mexico that are currently part of Maxeon’s legacy supply chains for both Performance and IBC products.

Any future imposition of U.S. tariffs that would apply to our Performance line or Maxeon line modules imported from Mexico could materially and adversely affect our business and results of operations. More broadly, uncertainty surrounding the implications of existing tariffs affecting the U.S. solar market, trade tensions between the United States and countries including China and Mexico, changes to international trade policies and other trade and national security regulatory actions could cause market volatility, price fluctuations, supply shortages, and project delays, any of which could harm our business, and our pursuit of mitigating actions may divert substantial resources from other projects. In addition, the imposition of additional tariffs or trade controls could result in a wide range of impacts to the global solar industry and manufacturing market, as well as our business in particular. Such tariffs or trade controls could materially increase the price of our solar products, as well as the inputs and materials that we rely upon, and result in significant additional costs to us, our resellers, and our resellers’ customers, which could cause a significant reduction in demand for our solar power products and adversely affect our competitive position. The threat of potential tariffs or uncertainty about trade policy may also influence the purchasing decisions of our customers in ways that adversely impact the demand for our products. As a result of such tariff and other uncertainties, the carrying values of our long-lived assets associated with our manufacturing operations might not be recoverable.

Establishing domestic manufacturing in the United States is an important part of our strategy to mitigate future tariff risks, but such expansion plans depend on us securing the necessary funding and other factors beyond our control. See Item 3.D.“Risk Factors—Risks Related to Our Operations—We intend to develop a U.S. based manufacturing facility, contingent on the necessary funding and other factors beyond our control, as part of our restructuring plan, and this initiative includes a number of risks which may hinder the success of the development of our U.S. based manufacturing facility.”There is no assurance that we will be successful in obtaining the necessary funding, or that our efforts to equip and operate a manufacturing facility in the United States will be successful. Additionally, various items that we might need to import in order to equip and operate manufacturing facilities in the United States could encounter trade restrictions or unusual tariffs above and beyond ordinary customs duties. These could result from measures already in place, such as the China/Section 301 tariffs, or from entirely new legislation or newly launched import relief proceedings. If we do not successfully establish domestic manufacturing in the United States, we will continue to be subject to tariffs or trade controls affecting the U.S. solar market on imports into the United States, which could materially increase the price of our solar products and adversely affect our competitive position.

The market for on-grid applications, where solar power is used to supplement a customer’s electricity purchased from the utility network or sold to a utility under tariff, depends in large part on the availability and size of government mandates and economic incentives because, at present, the cost of solar power generally exceeds retail electric rates in many locations and wholesale peak power rates in some locations. Incentives and mandates vary by geographic market.Various government bodies in most of the countries where we do business have provided incentives in the form of feed-in tariffs, rebates, and tax credits and other incentives and mandates, such as renewable portfolio standards and net metering, to end-users, distributors, system integrators and manufacturers of solar power products to promote the use of solar energy in on-grid applications and to reduce dependency on other forms of energy. For example, on August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law. The IRA consists of several provisions aimed at improving the climate change crisis. Among other things, the IRA appropriates approximately $11.7 billion in total for the Loan Programs Office (“LPO”) to support its existing loan programs and add a new loan program, the Energy Infrastructure Reinvestment Program (section 1706). In addition, the IRA made a 10-year extension of the Investment Tax Credit, allowing a 30% tax exemption of the cost of installed equipment which was instrumental in launching the U.S. solar industry. These various forms of support for solar power and renewable energy generally are subject to change and are expected in the longer term to decline.For example, the new U.S. presidential administration has announced its support of traditional fossil fuels and in April 2025 ordered an offshore wind farm project to be halted. Even changes that may be viewed as positive can have negative effects if they result, for example, in delaying purchases that otherwise might have been made before expiration or scheduled reductions in such credits. Governmental decisions regarding the provision of economic incentives often depend on political and economic factors that we cannot predict and that are beyond our control. The reduction, modification or elimination of grid access, government mandates or economic incentives in one or more of our customer markets could materially and adversely affect the growth of such markets or result in increased price competition, either of which could cause our revenue to decline and materially adversely affect our financial results. For example, on January 20, 2025, the new U.S. presidential administration issued Executive Order 14148 revoking certain executive orders that were previously issued by the Biden administration to, among other things, facilitate the implementation of certain energy and infrastructure provisions of the IRA and accelerate the adoption of clean energy policies across federal agencies. It is currently unclear how such action and further actions by the new U.S. presidential administration may impact the availability of government incentives and demand for our products in the U.S.

The market for electric generation products is heavily influenced by government laws, regulations and policies concerning the electric utility industry globally, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation, and changes that make solar power less competitive with other power sources could deter investment in the research and development of alternative energy sources, which could in turn result in a significant reduction in the demand for our solar power products. The market for electric generation equipment is also influenced by trade and local content laws, regulations and policies that can discourage growth and competition in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our solar products. In addition, on-grid applications depend on access to the grid, which is also regulated by government entities. Although we are anticipating an environment of general de-regulation at the U.S. federal level under the new U.S. presidential administration, we anticipate that our solar power products and their installation will continue to be subject to oversight and regulation in accordance with regulations relating to construction, safety, environmental protection, utility interconnection and metering, trade, and related matters. It is difficult to track the requirements of local jurisdictions and design equipment to comply with the varying standards. For instance, all states in the U.S. regulate investor-owned utility retail electricity pricing. In addition, there are numerous publicly owned utilities and electric cooperatives that establish their own retail electricity pricing through some form of regulation or internal process. These regulations and policies could deter potential customers from purchasing solar power products. Such rate changes can include changing rates to charge lower volume-based rates—the rates charged for KW hours of electricity purchased by a residential customer—while raising unavoidable fixed charges that a homeowner is subject to when they purchase solar energy from third parties, and levying charges on homeowners based on their point of maximum demand during a month (referred to as “demand charge”).

These forms of rate design could adversely impact our business by reducing the value of the electricity our solar energy systems produce compared to retail net metering, and reducing any savings customers realize by purchasing our solar power products. The state of California in the U.S. updated its solar net metering policy in April 2023 and the changes have reduced the savings realized from the export of excess solar energy to the grid which has negatively impacted demand for our solar power products in California. In addition to changes in general rates charged to all residential customers, utilities are increasingly seeking solar-specific charges (which may be fixed charges, capacity-based charges, or other rate charges). Any of these changes could materially reduce the demand for our offerings in the U.S. and could limit the number of markets in which our offerings are competitive with electricity provided by the utilities.

In addition, the U.S.has imposed broad tariffs that are applicable to solar panels, solar cells, polysilicon, and potentially other components. Even if we are successful in establishing U.S. manufacturing, these and any other tariffs or similar taxes or duties on the inputs of our products may increase the price of our solar products and adversely affect our efforts to reduce costs, which could harm our results of operations and financial condition. Any new regulations or policies pertaining to our solar power products may result in significant additional expenses to us, our resellers and our resellers’ customers, which could cause a significant reduction in demand for our solar power products.

Our standard product warranty for our solar panels and their components includes up to 40-year warranty period for defects in materials and for greater than promised declines in power performance. We believe our warranty offering is in line with, or better than, industry practice. These long warranty periods create a risk of extensive warranty claims long after we have shipped product and recognized revenue. We perform accelerated life cycle testing that exposes our products to extreme stress and climate conditions in both environmental simulation chambers and in actual field deployments in order to highlight potential failures that could occur over the warranty periods. We also employ measurement tools and algorithms intended to help us assess actual and expected performance; these attempt to compare actual performance against an expected performance baseline that is intended to account for many factors (like weather) that can affect performance. Although we conduct accelerated testing of our solar panels and components, they have not and cannot be tested in an environment that exactly simulate the warranty period that the Company extends and it is difficult to test for all conditions that may occur in the field. Further, there can be no assurance that our efforts to accurately measure and predict panel and component performance will be successful. We have sold products under our warranties since the early 2000s and have therefore not experienced the full warranty cycle. As a result of these warranty programs, we bear the risk of product warranty claims long after we have sold our solar modules and recognized revenue from sales.

We maintain reserves to cover the expected costs that could result from these warranties. Increases in the defect rate of our products could cause us to increase the amount of warranty reserves and have a corresponding material and adverse impact on our results of operations. Further, potential future product failures could cause us to incur substantial expense to repair or replace defective products, and we have agreed in some circumstances to indemnify our customers and our distributors against liability from some defects in our solar products. A successful indemnification claim against us could require us to make significant damage payments. Repair and replacement costs, as well as successful indemnification claims, could materially and adversely impact our financial condition and results of operations.

Like other retailers, distributors, and manufacturers of products that are used by customers, we face an inherent risk of exposure to product liability claims in the event that the use of the solar power products into which our solar cells and panels are incorporated results in injury, property damage, or other damages. We may be subject to warranty and product liability claims in the event that our solar power systems fail to perform as expected or if a failure of our solar power systems or any component thereof results, or is alleged to result, in bodily injury, property damage or other damages. Since our solar power products are electricity-producing devices, it is possible that our systems could result in injury, whether by product malfunctions, defects, or other causes.

In addition, since we only began selling our solar cells and solar panels in the early 2000s and the products we are developing incorporate new technologies, we cannot predict the extent to which product liability claims may be brought against us in the future or the effect of any resulting negative publicity on our business. Moreover, we may not have adequate resources, such reserves or insurance, to satisfy a successful claim against us. A successful warranty or product liability claim against us that is not covered by insurance or is in excess of our available insurance limits could require us to make significant payments of damages. In addition, quality issues can have various other ramifications, including delays in the recognition of revenue, loss of revenue, loss of future sales opportunities, increased costs associated with repairing or replacing products, product recalls and a negative impact on our goodwill and reputation, any of which could adversely affect our business, operating results and financial condition.

U.S. and global markets have experienced, and may continue to experience, significant volatility and disruption following the escalation of geopolitical tensions, including the ongoing war in Ukraine, recent conflicts in the Middle East, rising tensions between China and Taiwan, the escalating trade war and great power competition between China and the United States, and other sources of geopolitical uncertainty and instability. The length and impact of these ongoing military and economic conflicts is highly unpredictable. Such geopolitical events, terrorist or other attacks, wars (or threatened wars) or international hostilities may lead to armed conflict or acts of terrorism in other parts of the world, which in turn may contribute to further economic instability in the global financial markets and international commerce. The war in Ukraine and the recent Israel-Hamas-Iran conflict may lead to further regional and international conflicts or armed action. The conflict in Ukraine has disrupted supply chains, caused instability in the energy markets and could lead to further market disruptions, including significant volatility in commodity prices, credit and capital markets on a global scale. The war in Ukraine and the recent Israel-Hamas-Iran conflict continue to cause considerable humanitarian suffering and the continued uncertainty surrounding the outcome of these conflicts may cause a humanitarian crisis and instability in other parts of the world. The United States and the European Union, among other countries, have imposed sanctions against Russia, including sanctions targeting the Russian oil sector, including a prohibition on the import of oil from Russia to the United States. The ongoing war could result in the imposition of further economic sanctions by the United States and the European Union against Russia, with uncertain impacts on the global economy. While much uncertainty remains regarding the global impacts of the war in Ukraine and the Israel-Hamas-Iran conflict, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows. Furthermore, it is possible that third parties, such as our customers and suppliers may be impacted by these conflicts, which could adversely affect our operations. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.

The Company and certain of its subsidiaries, together with TZE and its subsidiary, Zhonghuan Singapore Investment and Development Pte. Ltd. filed a joint voluntary notice with CFIUS in connection with TZE’s planned indirect investment into the Company as previously announced in the Form 6-K filed with the Securities and Exchange Commission on June 21, 2024. While CFIUS determined that there are no unresolved national security issues associated with the indirect investment by TZE into the Company, in November 2024, the Company and TZE entered into a National Security Agreement (“NSA”) with the Department of Defense, Department of Energy and Department of the Treasury as monitoring agencies on behalf of CFIUS, pursuant to which the Company is subject to compliance with certain conditions, including certain notification and annual reporting requirements, as well as limitations on the acquisition of property interests. The indefinite requirements of the NSA impose a limit on the way we run our business and if the Company is found to not be in compliance with the terms of the NSA , our business and reputation may be negatively impacted and our financial position ultimately harmed.

Section 7874 of the Code may cause a corporation organized outside the United States to be treated as a U.S. corporation (and, therefore, taxable in the United States) unless one or more exceptions apply. The application of Section 7874 of the Code and its various exceptions are complex and subject to factual and legal uncertainties, with respect to some of which the U.S. Internal Revenue Service (“IRS”) has yet to issue guidance. Based on facts as they presently exist, we do not expect Section 7874 to apply to us. However, if we were to be treated as a U.S. corporation for U.S. federal income tax purposes, we would be subject to U.S. corporate income tax on our worldwide income and the income of our non-U.S. subsidiaries would be subject to U.S. tax when deemed recognized under the U.S. federal income tax rules for controlled foreign subsidiaries. See “Item 10.E. Taxation—Material U.S. Federal Income Tax Considerations—Treatment of Maxeon as a U.S. Company for U.S. Federal Income Tax Purposes.”

We have historically relied on a limited number of third-party suppliers for certain raw materials and components for our solar cells, panels and power systems, such as polysilicon, silicon wafers, inverters and module material. Costs for raw materials and components required for our solar products have been volatile, as a result of limited polysilicon supply, increase in commodities’ prices globally, for instance of glass, aluminum and copper, the ongoing war in Ukraine and the Israel-Hamas-Iran conflict, which have increased the costs and impacted the overall supply of raw materials and components. As part of our strategic restructuring efforts, we are identifying U.S. domestic component vendors to establish a supply chain for our planned U.S. based manufacturing operations, but there can be no assurance that our efforts to identify and engage with new suppliers will fully mitigate the risks described herein, and we may be unsuccessful in our attempts to build a U.S. domestic supply chain. Changes in government trade policies, including with respect to import and export duties, including changes resulting from the new U.S. presidential administration, may also increase our costs or reduce availability. If we are unable to establish

a U.S.-focused supply chain or mitigate the impacts of our suppliers’ cost increases or supply shortages, we may be unable to manufacture our products, or our products may be available only at a higher cost or after a delay. There

can also be no assurances that our planned U.S.-focused supply chain will be consistently reliable, cost efficient or

capable of meeting market demand or the capacity of our planned U.S. manufacturing operations. We may be unsuccessful in achieving higher prices from our customers to compensate for the increased costs, which could have a material and adverse effect on our businesses, financial condition and results of operation.

Additionally, if we fail to maintain our relationships with our suppliers, including due to our failure to meet our

obligations, including trade payables, as they come due, or to build relationships with new suppliers, or if suppliers fail to perform or are unable to meet demand through industry consolidation, our supply chain could be disrupted.

To the extent the processes, materials or technology that our suppliers use to manufacture components are proprietary, we may be unable to obtain comparable components from alternative suppliers. In addition, our suppliers could be unable or unwilling to raise capital if required to expand their production or satisfy their operating capital requirements. As a result, they could be unable to supply necessary raw materials, inventory, finished products, capital equipment or other items required to support our planned sales operations, which could in turn materially and adversely impact our sales volume, profitability, and cash flows. The failure of a supplier to supply raw materials or components at all, on commercially reasonable terms, or according to our quality, quantity, timing, volume and cost requirements could impair our ability to manufacture our products, increase our cost of production or decrease the profitability of our products. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our products to our customers within required timeframes.

Any such delays could result in sales and installation delays, cancellations, inability to retain customers, increased manufacturing costs, penalty payments or loss of revenue and market share, any of which could have a material and adverse effect on our business, financial condition and results of operations.

Measures addressing the use of forced labor in the global solar supply chain by the United States and other countries are disrupting global solar supply chains and have adversely affected our operations and may continue to adversely affect our operations in the future. The Uyghur Forced Labor Prevention Act (“UFLPA”), in effect in the United States from June 21, 2022 creates a rebuttable presumption that imports of any goods made either wholly or in part in Xinjiang have been produced with forced labor. That presumption is rebuttable if the U.S. Customs and Border Protection (“CBP”) determines, based on “clear and convincing evidence”, that the goods in question were not produced “wholly or in part by forced labor”, and submits a report to the U.S. Congress setting out its findings. Polysilicon has been identified as a high priority for the CBP, with other critical inputs including aluminum coming under scrutiny.

Maxeon maintains policies and procedures, including conducting due diligence and audits on suppliers (and their suppliers throughout the supply chain to the original source of the raw materials to the extent practicable) to maintain compliance with all relevant laws and regulations, and is, to its knowledge, in compliance with all applicable laws. We may be reliant on third party suppliers to provide us with sufficient verifiable information for us to be able to prove to authorities in the United States or elsewhere that the sources of our silicon wafers are compliant with applicable laws and regulations. Our supply chain mapping has not identified any source or supplier from the Xinjiang region. However, these laws have impacted and may continue to impact Maxeon’s imports into the United States and elsewhere as the standards applied are evolving, raising new challenges for traceability and compliance throughout complex supply chains. While we are working to establish new supply chains with a focus on the U.S. market, there can be no assurances the data and documentation that we will rely upon from third party suppliers will be satisfactory to authorities in the United States or elsewhere.

We rely heavily on the services of our key executive officers, and the loss of services of any principal member of our management team could adversely affect our operations. The competition for qualified personnel is intense in our industry. We may not be successful in retaining sufficient numbers of qualified personnel to support our business and anticipated growth. We cannot guarantee that any employee will remain employed with us for any definite period of time since many of our employees, including our key executive officers, serve at-will and may terminate their employment at any time for any reason. In addition, recruiting and retaining qualified personnel for our research and development facility in Silicon Valley is vital to our research and development efforts. There is substantial competition for qualified research personnel, and we may not be able to attract or retain qualified research personnel. Likewise, recruiting and retaining talented personnel at our planned U.S based manufacturing facility in Albuquerque will be vital to the successful restructuring of our business portfolio and our exclusive focus on the U.S. market.Any failure by us to efficiently and effectively recruit and retain key personnel could have an adverse effect on our business, financial condition and results of operations.

The Company has historically relied for a substantial portion of its revenue on one of its main customers, SunPower, which accounted for 6.2% and 18.3% of our total revenue during fiscal year 2024 and 2023, respectively.

Following the termination of the supply agreements with SunPower (refer to our disclosures under “Item 5.A. Operating Results - Overview”), we have to date been unable to rebuild the customer demand that was lost in connection with such terminations and we continue to experience a material negative effect on our revenues as a result.

Additionally, SunPower filed for chapter 11 bankruptcy protection on August 5, 2024 and the Separation and Distribution Agreement dated November 8, 2019 was rejected as part of the bankruptcy proceedings, including SunPower’s indemnification obligations to the Company thereunder. The Company has made an allowance for expected credit loss of $12.1 million for the recorded receivables relating to such indemnification obligations, and any future warranty claims may have a material negative impact on our financial results when those obligations become due.

If the demand for our solar products decreases as a result of a deteriorating market environment or as a result of intensifying competition or global trade conflicts, including as result of the policies of the new U.S. presidential

administration, we may hold excess inventories of our products and we may need to adjust or suspend our production and as a result, our manufacturing capacity could be underutilized. We may be required to shorten the useful life of our equipment or record an impairment of our long-lived assets, including facilities and equipment, which would increase our expenses. For example, in light of the current market environment and new tariff and trade barriers applicable to our legacy cell and module manufacturing facilities, we are re-engineering our manufacturing capacity and as a result we have and will continue to incur charges, relating to the cancellation of existing purchase orders, accelerated depreciation of certain equipment and severance cost related to the reduction in our global workforce.

If prices or product demand decrease or we fail to forecast demand accurately, we could be required to write off inventory or record excess capacity charges, which could have a negative impact on our gross margin. For example, in light of the current market environment, we have recorded certain inventory adjustments and we have provided reserves to reflect the inventories held at the lower of cost or net realizable value of $155.1 million as of December 31, 2024.

Each of the above events has had and could materially and adversely continue to affect our future financial results.

As part of our strategic business restructuring, we have divested our equity interest in SPML, our subsidiary

which owns our former manufacturing facility in the Philippines. As part of our broader effort to establish U.S. domestic manufacturing, and due to broader macroeconomic factors, including but not limited to U.S. trade and tariff policy that have made it economically impractical to continue such operations, we are evaluating different options with respect to our manufacturing facilities in Malaysia or Mexico, which may include the repurposing or sale of our facility in Malaysia and a permanent shutdown of our facilities in Mexico. We are planning to deploy a multi-GW factory in the United States to manufacture solar products for the utility-scale power plant markets, contingent upon us securing the necessary funding and a number of other factors beyond our control. To the extent we are delayed in our projected development schedule, or if we are unable to secure the necessary funding, our plans to develop U.S. based manufacturing may be significantly impaired.

The success of the development of our U.S. based manufacturing facility is subject to significant risks including:

•cost overruns, delays, supply shortages, equipment problems and other operating difficulties;

•potential reliance on sole suppliers to provide custom-built equipment that may take longer or cost more to engineer than planned and may never operate as designed;

•incorporating first-time equipment designs and technology improvements that we expect to lower unit capital and operating costs, but which may not be successful;

•our ability to obtain the necessary financing;

•difficulties in hiring and retaining key technical, management, and other personnel;

•impacts that may arise from, and actions taken in response to, natural disasters, epidemics or pandemics;

•potential inability to obtain, or obtain in a timely manner, financing, or approvals from governmental authorities for operations;

•tariffs imposed on imported solar cells and/ or raw materials required for module assembly, which may cause market volatility, price fluctuations, supply shortages, and project delays; and

•climate change or other regulations which could result in additional regulatory or product standard requirements.

Any of these or similar difficulties may unexpectedly delay or increase costs of our supply of solar cells or costs of execution to develop our U.S. based manufacturing facility.

Additionally, the development of a U.S. based manufacturing facility will subject us to additional business risks, including:

•difficulty in competing against companies who may have greater financial resources and/or a more effective or established localized business presence and/or an ability to operate with minimal or negative operating margins for sustained periods of time;

•adverse public policies in the U.S. including changing laws and regulations, export and import restrictions, employment laws, environmental protection, regulatory requirements, international trade agreements, and other government approvals, permits and licenses;

•potential disruptions due to labor disputes;

•difficulties and costs in staffing such as identifying, attracting, training, and retaining qualified sales, technical, research & development and other personnel and managing foreign operations as well as cultural differences;
political, social and economic instability, including wars and conflicts, such as the war in Ukraine, acts of terrorism, political unrest, boycotts, curtailments of trade and other business restrictions, as well as natural disasters or outbreaks of disease, such as the COVID-19 pandemic;

•trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; and

•a business climate that may have the effect of putting foreign companies at a disadvantage relative to domestic companies;

If we are unable to successfully manage any such risks, any one or more could materially and negatively affect our business, financial condition and results of operations.

The countries comprising our legacy supply chain have anti-bribery laws, some of which prohibit improper payments to government and non-government persons and entities. Our policies mandate compliance with these anti-bribery laws. We operate in parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. In addition, due to the level of regulation in our industry, our entry into new jurisdictions through internal growth or acquisitions requires substantial government contact where norms can differ from standards that exist in the United States and elsewhere. While we implement policies and procedures and conduct training that require and facilitate compliance with these anti-bribery laws, thereby mitigating the risk of violations of such laws, our employees, subcontractors and agents may take actions in violation of our policies and anti-bribery laws. Any such violation, even if prohibited by our policies, could subject us to criminal or civil penalties or other sanctions, which could have a material and adverse effect on our business, financial condition, cash flows, and reputation.

The manufacture of solar modules is a highly complex process. Products as complex as ours may contain undetected errors or defects, especially when first introduced. For example, our solar cells or solar panels may contain defects that are not detected until after they are shipped or are installed because we cannot test for all possible scenarios. These defects could cause us to incur significant warranty, non-warranty, recall and re-engineering costs, divert the attention of our engineering personnel from product development efforts, and significantly affect our customer relations and business reputation. If we deliver solar products with errors or defects, including cells or panels of third-party manufacturers, or if there is a perception that such solar products contain errors or defects, our credibility and the market acceptance and sales of our products could be harmed. We could also be required to implement product recalls under applicable law, which could materially and adversely affect our results of operations and financial condition.

We are exposed to interest rate risk because many of our customers depend on debt financing to purchase our solar power systems. Additionally, due to recent increases in inflation, certain governmental authorities responsible for administering monetary policy have recently increased, and are likely to continue to increase, applicable central bank interest rates. For example, the U.S. Federal Reserve has raised various interest rates in recent years, including increasing US Federal Reserve Interest on Reserve Balances to 4.40 percent effective December 19, 2024. An increase in the benchmark rate would result in an increase in market interest rates. An increase in interest rates has made and could in the future make it difficult for our customers to obtain the financing necessary to purchase our solar power systems on favorable terms, or at all, and thus has lowered and may in the future lower demand for our solar power products, reduce revenue and adversely affect our operating results. An increase in interest rates could lower a customer’s return on investment in a system or make alternative investments more attractive relative to solar power systems, which, in each case, could cause our customers to seek alternative investments that promise higher returns or demand higher returns from our solar power systems, which could reduce our revenue and gross margin and adversely affect our operating results. Our interest expense would increase to the extent interest rates rise in connection with our variable interest rate borrowings. If in the future we have a need for significant borrowings and interest rates increase, our cost of capital would increase which may lower our margins. Conversely, lower interest rates have an adverse impact on our interest income.

We are unable to successfully implement price increases to offset inflation and, as a result, our businesses and financial position and results of operations could be adversely affected.

We have experienced inflationary pressures since 2021. Cost inflation, including increases in ocean container rates, raw material prices, labor rates, energy and domestic transportation costs have impacted our profitability and our ability to recover these cost increases through price increases may continue to lag, resulting in downward pressure on our margins. To date, our cost of revenue for our solar power products has been negatively impacted by the increase in cost of certain raw materials such as glass, silicon, and aluminum. Certain of our supply agreements include an indexed pricing provision that tracks five production commodities: polysilicon, aluminum, glass, transpacific container freight, and crude oil (the “indexed pricing provision”). Under this contractual provision, the final price paid for the modules may be adjusted if actual commodities’ prices as published in the identified indices on the first calendar day of the prior quarter differ from agreed baseline values. Subject to an agreed allowance for any commodity price fluctuations, the negative impact to our cost of revenue by cost inflation would be reduced as higher commodity pricing will require the final module price to be adjusted higher; while lower commodity pricing will require a discount to the final module price. We and our counterparties to these supply agreements have the right to elect to terminate the supply agreement for convenience without penalty or damages if the adjustments to the module price exceed an agreed threshold. We will only be able to realize the benefits of this indexed pricing provision if our costs for the raw materials track the values of such commodities in the identified indices closely. If we incur costs for raw materials that significantly exceed the values of the commodities in the identified indices, we may not be able to recover our costs to the extent that they exceed such values in the identified indices. There can be no assurance that in circumstances where adjustments to the module price exceed an agreed threshold, we will be willing or able to reach an agreement on pricing with our counterparty and avoid termination of the supply agreement.

Should any of these supply agreements be terminated, our businesses and financial position and results of operations could be adversely affected.

Any price increases we undertake are also limited by the selling prices of our competitors and market pricing for solar power products generally, and as our selling prices are currently already higher than a number of our competitors, it would be challenging to further increase our pricing whilst still maintaining our competitiveness. For example, due to various industry factors and economic conditions that affected demand from the second half of 2023 onwards, including increased competition and over-supply, we are currently unable to increase our pricing. Any attempts to offset cost increases with price increases may also result in reduced sales, increase customer dissatisfaction or otherwise harm our reputation. Conversely, while any increase in electricity rates as a result of inflationary pressures could cause our products to become more competitive by comparison, there is no assurance that this will result in a corresponding positive impact on our revenue.

We use, generate and discharge toxic, volatile, and otherwise hazardous chemicals and waste in our research and development and manufacturing activities and are subject to extensive environment laws and regulations. These environmental laws and regulations include those governing the discharge of pollutants into the air and water, the use, management, and disposal of hazardous materials and waste, the cleanup of contaminated sites, and occupational health and safety. Our environmental compliance burden may continue to increase both in terms of magnitude and complexity. We have incurred and may continue to incur significant costs in complying with these laws and regulations if we cannot secure a waiver therefrom. Any failure by us to control the use of, or to restrict adequately the discharge of, hazardous substances could subject us to, among other matters, potentially significant monetary damages and fines or liabilities or suspensions in our business operations. In addition, if more stringent laws and regulations are adopted (and we cannot get a waiver therefrom), the costs of compliance with these new laws and regulations could be substantial. If we fail to comply with present or future environmental laws and regulations, we may be required to pay substantial fines, suspend production or cease operations, or be subjected to other sanctions.

From time to time, we, our customers, or our third parties with whom we work may receive letters, including letters from other third parties, and may become subject to lawsuits with such third parties alleging infringement of their patents or other intellectual property rights. Additionally, we are required by contract to indemnify some of our customers and our third-party intellectual property providers for certain costs and damages of patent infringement in circumstances where our products are a factor creating the customer’s or these third-party providers’ infringement liability. This practice may subject us to significant indemnification claims by our customers and our third-party providers. We cannot assure investors that indemnification claims will not be made or that these claims will not harm our business, operating results or financial condition. Intellectual property litigation is very expensive, unpredictable and time-consuming, could divert management’s attention from our business, and could have a material adverse effect on our business, operating results or financial condition. If there is a successful claim of infringement against us, our customers or our third-party intellectual property providers, we may be required to pay substantial damages to the party claiming infringement, stop making, using, selling, importing or exporting products or technology that contain the allegedly infringing intellectual property, remove such products or technology from use, or enter into royalty or license agreements that may not be available on acceptable terms, if at all. Any judgments requiring equitable or legal remedies could materially damage our business. We may have to develop non-infringing technology, and our failure in doing so or in obtaining licenses to the proprietary rights on a timely basis could have a material adverse effect on our business, financial condition and results of operations.

To protect our intellectual property rights and to maintain our competitive advantage, we have filed and may file in the future, or we may otherwise pursue the investigation of, claims related to parties who we believe infringe or misappropriate our intellectual property, including our patents. Investigations, claims, and negotiations may not be successful and may not result in advantageous outcomes. Intellectual property investigations and related litigation can be very expensive, unpredictable and time consuming, could divert management’s attention from our business, and could have a material adverse effect on our business, operating results, or financial condition. Further, these efforts may not be successful and may not result in preventing alleged infringing activities or monetizing our intellectual property. A court action may not result in anticipated outcomes, such as a finding of infringement by a third party or award of damages. The validity of one or more of our patents may also be challenged, and we may not be successful in maintaining the validity of such patents. Our participation in intellectual property enforcement and related actions may negatively impact our financial results or ability to engage with suppliers, vendors and/ or customers to the extent we are perceived as litigious.

We are subject to U.S. and foreign data protection regulations, including laws, rules, policies, and other obligations, relating to the collection, use, retention, security, and transfer of the personal data or personally identifiable information (collectively, “PII”) of data subjects, including our customers, end-users of our products, employees and other third parties with whom we interact. We are subject to certain data protection regulations, including the California Consumer Privacy Act (“CCPA”) and the Personal Data Protection Act of Singapore.

These data protection regulations apply to various activities relating to the PII, including third-party transactions, international transfers, transfers between one company and its subsidiaries, and transfers among the subsidiaries and other parties with which we have commercial relations. The introduction of new products or expansion of our activities, including PII data processing, in certain jurisdictions may subject us to additional requirements under the data protection regulations. Data protection regulations are constantly evolving and can be subject to significant change, and we may be subject to future data protection regulations. In addition, the application and interpretation of the data protection regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently by data protection authorities and inconsistently with our current policies and practices. Existing, proposed and future data protection regulations could be costly to comply with and could delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, require significant changes to our products or business activities, and subject us to inquiries or investigations, claims or other remedies, including fines, which may be significant, or demands that we modify or cease existing business practices, including subject product or service offerings.

A failure by us, our suppliers, or other parties with whom we do business to comply with data protection regulations, data processing agreements, or privacy policies could result in proceedings against us by governmental entities, individual data subjects or others, which could have a material and adverse effect on our business, results of operations, and financial condition.

We seek to protect our proprietary manufacturing processes, documentation, and other written materials primarily under trade secret and copyright laws. We also typically require employees, consultants, and third parties, such as our suppliers, vendors and customers, with access to our proprietary information to execute confidentiality agreements. The steps we take to protect our proprietary information may not be adequate to prevent misappropriation of our technology.

Our systems may be subject to intrusions, security breaches, or targeted theft of our trade secrets. In addition, our proprietary rights may not be adequately protected because:

•others may not be deterred from misappropriating our technologies despite the existence of laws or contracts prohibiting such misappropriation and information security measures designed to deter or prevent misappropriation of our technologies;

•policing unauthorized use of our intellectual property may be difficult, expensive, and time-consuming, the remedy obtained may be inadequate to restore protection of our intellectual property, and moreover, we may be unable to determine the extent of any unauthorized use; and

•the laws of other countries in which we market our solar products, such as some countries in the Asia/Pacific region, may offer little or no protection for our proprietary technologies.

Reverse engineering, unauthorized copying, or other misappropriation of our proprietary technologies could enable third parties to benefit from our technologies without compensating us for doing so. Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets, or determine the validity and scope of the proprietary rights of others. We cannot ensure that the outcome of such potential litigation will be in our favor, and such litigation may be costly and may divert management attention and other resources away from our business.

An adverse determination in any such litigation may impair our intellectual property rights and may harm our business, prospects, and reputation. Our joint ventures, partners and suppliers may not be deterred from misappropriating our proprietary technologies despite contractual and other legal restrictions. Legal protection in countries where our joint ventures, partners and suppliers are located may not be robust and enforcement by us of our intellectual property rights may be difficult. As a result, our joint ventures, partners and suppliers could directly compete with our business. Any such activities or any other inabilities to adequately protect our proprietary rights could harm our ability to compete, to generate revenue, profit and cash flows, and to grow our business.

Although we substantially rely on trade secret laws and contractual restrictions to protect the technology in the solar products we currently manufacture and market, our success and ability to compete in the future may also depend to a significant degree upon obtaining patent protection for our proprietary technology and successfully enforcing our patents. We currently own multiple patents and patent applications which cover aspects of the technology in the solar cells and solar panels that we currently manufacture and market. We intend to continue to seek patent protection for those aspects of our technology, designs, and processes that we believe provide significant competitive advantages.

Our patent applications may not result in issued patents, and even if they result in issued patents, the patents may not have claims of the scope we seek or we may have to amend patent applications due to newly discovered prior art. In addition, any issued patents may be challenged, invalidated, or declared unenforceable. Our efforts of enforcing our patents may be unsuccessful as patent litigation is not only highly unpredictable but also expensive. We may not be able to secure suitable evidence of infringement and we may not have suitable patent coverage in each jurisdiction of interest. Even if we obtain an award of damages for infringement by a third party, such award could prove insufficient to compensate for all damages incurred as a result of such infringement, and we may not be able to secure an injunction to prevent the third party from continuing such infringement.

The term of any issued patent is generally 20 years from its earliest filing date and if our applications are pending for a long time period, we may have a correspondingly shorter term for any patent that may issue. Our present and future patents may provide only limited protection for our technology and may be insufficient to provide competitive advantages. For example, competitors could develop similar or more advantageous technologies on their own or design around our patents. Also, patent protection in certain non-U.S. countries may not be available or may be limited in scope and any patents obtained may not be readily enforceable because of insufficient judicial effectiveness or evidence gathering, making it difficult for us to aggressively protect our intellectual property from misuse or infringement by other companies in these countries. Our inability to obtain and enforce our intellectual property rights in some countries may harm our business.

In addition, given the costs of obtaining a patent, we may choose not to protect certain innovations in general or in specific geographies that later turn out to be important.

We hold registered trademarks for MAXEON and other marks in certain countries, including, in the case of MAXEON, the United States. We have not registered, and may not be able to register, trademarks in important or valuable countries. In jurisdictions where we are unable to obtain or have not tried to obtain registrations, others may sell or advertise products (or engage in other activities) using trademarks or brands that compromise, mimic, copy, incorporate or are similar to our trademarks or brands, which could lead to customer confusion and impact our business. In addition, if there are jurisdictions where another proprietor has already established trademark rights that conflict with our rights, interests or activities, then we may face trademark disputes and we may have to market our products with other trademarks or without our existing brands or trademarks, which may undermine our marketing efforts. In addition, we may have difficulty in establishing strong brand recognition with consumers if others use similar marks for similar products.

Pursuant to a brand framework agreement with SunPower, SunPower assigned to us the non-U.S. SUNPOWER trademarks and SunPower retained ownership of its SUNPOWER trademarks in the U.S. and a limited license to the SUNPOWER trademarks in Canada. In connection with the SunPower bankruptcy, the brand framework agreement and the SUNPOWER marks in the United States were acquired by Complete Solaria, Inc., which as of April 21, 2025, is doing business as “SunPower.” We have historically marketed solar panels under both the SUNPOWER and MAXEON brands based on our trademark rights and agreements. We face risks of such products being negatively associated with the SUNPOWER or MAXEON brand if any negative publicity were to be incurred against these brands, including negative publicity that is not within our control or based on our activities.

Our business requires us to use, store, and share with certain third parties with whom we conduct business certain confidential and proprietary information, intellectual property, commercial banking information, information and personal data concerning customers, end users, employees, and business partners, and corporate information concerning internal processes and business functions. Malicious attacks to gain access to such information affects many companies across various industries, including ours.

In many instances, we use encryption and authentication technologies to secure the transmission and storage of data, and multi-factor authentication to access certain systems. These security measures may be compromised as a result of third-party security breaches, employee error, malfeasance, faulty password management, or other irregularity or malicious effort, and result in persons obtaining unauthorized access to our data and third party data stored in our system.

We devote resources to network security, data encryption, access control, and other security measures to protect our systems and data, but these security measures cannot provide absolute security. Cybersecurity threats are dynamic, evolving, and increasing in sophistication, magnitude, and frequency, there can be no assurance that such procedures and measures will be successful or sufficient to prevent security breaches from occurring. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, target end users through phishing, social engineering, and other malicious techniques, and/or may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventative measures. As a result, although not material, we have experienced breaches of our systems in the past, and we may experience a breach of our systems in the future that reduces our ability to protect sensitive and confidential data. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.

Unauthorized parties may also attempt to gain access to our systems or facilities or the systems or facilities of third parties with whom we conduct business through fraud, trickery or other forms of deceiving team members, contractors and temporary staff. If we or a third party with whom we conduct business experience, or are perceived to have experienced, a significant data security breach, fail to detect and appropriately respond to a significant data security breach, or fail to implement disclosure controls and procedures that provide for timely disclosure of data security breaches deemed material to our business, including corrections or updates to previous disclosures, we could be exposed to a risk of loss, increased insurance costs, remediation and prospective prevention costs, damage to our reputation and brand, litigation and possible liability, or government enforcement actions, any of which could detrimentally affect our business, results of operations, and financial condition. Furthermore, cybersecurity breaches may expose us to a risk of loss or misuse of confidential and proprietary information. Such theft, loss or fraudulent use of information, or other unauthorized disclosure of personal or sensitive data, may lead to high costs to notify and protect the impacted persons. It could also subject us to litigation, losses, liability, fines, or penalties, any of which could materially and adversely affect our results of operations and reputation. In addition, our costs to adequately counter the risk of cyber-attacks and to comply with contractual and/or regulatory compliance requirements may increase significantly in the future.

We also share information with contractors and third-party providers to conduct our business. In particular, we rely on cloud service providers and face the risks of security breaches emanating from these platforms and interruptions to 24/7 access and the operational availability of such platforms, which will disrupt key business processes. While we generally review and typically request or require such contractors and third-party providers to implement security measures, such as encryption and authentication technologies to secure the transmission and storage of data, those third-party providers may experience a significant data security breach, which may also detrimentally affect our business, results of operations, and financial condition as discussed above.

We may be subject to information technology system failures and network disruptions. These may be caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, or similar events or disruptions. System redundancy may be ineffective or inadequate, and our disaster recovery planning may not be sufficient for all eventualities. Such failures or disruptions could result in delayed or canceled orders. System failures and disruptions could also impede the manufacturing and shipping of products, delivery of online services, transactions processing, and financial reporting.

The Company underwent several Debt Restructuring Transactions in fiscal year 2024, primarily with TZE,

including: (1) on May 31, 2024, the sale to TZE of $25 million of 7.50% Convertible First Lien Senior Secured Notes due 2027 (“Existing 1L Notes”); (2) on June 20, 2024, the sale to TZE of $97.5 million of 9.00% Convertible First Lien Senior Secured Notes due 2029 (“New 1L Notes”), of which $70 million was paid in cash, $25 million was purchased in exchange for an equivalent amount of Existing 1L Notes, and $2.5 million was purchased in consideration for TZE’s payment to a third party on the Company’s behalf; (3) on June 20, 2024, the sale of approximately $204.0 million of Tranche A Note Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 and Tranche B Note Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028, along with the issuance of 9,925,000 warrants (collectively, the “Exchange Securities”), in exchange for approximately $198.5 million of our Green Convertible Notes, representing approximately 99.25% of the outstanding principal amount of the Green Convertible Notes and the accruing interest of $5.5 million; and (4) on August 30, 2024, the issuance to TZE of $100.0 million of ordinary shares in accordance with the terms of the Forward Purchase Agreement.

The Company and TZE also entered into an Amended and Restated Option Agreement on May 30, 2024, pursuant to which TZE was granted the right to purchase a number of ordinary shares of the Company in order to maintain its percentage ownership of ordinary shares of the Company to provide for anti-dilution protection against (i) any exercise or conversion of the then-outstanding Exchange Securities, and (ii) any conversion of the then-outstanding Green Convertible Notes.

Many of the Exchange Securities have subsequently been converted into ordinary shares of the Company at various conversion and exercise prices, and the foregoing transactions have resulted in the issuance of a substantial amount of our ordinary shares to TZE and others, causing significant dilution of existing shareholders. Such dilution has caused, negative pressure to the trading price of our ordinary shares. In addition, additional conversions of our outstanding convertible notes would entail further dilution of our ordinary shares and could depress the market price of our ordinary shares, or could prompt short selling of our shares if such notes are used to satisfy short positions in our ordinary shares. Accordingly, you should not expect that any recent market price for our ordinary shares to be indicative of the market price that might prevail following such transactions or note conversions.

For additional information about the foregoing transactions, please see “Item 7.B Related Party Transactions”.

TZE has the ability to sell a substantial number of Maxeon shares. Additionally, pursuant to the A&R Registration Rights Agreement entered into between the Company and TZE on June 20, 2024, as supplemented on August 30, 2024, the Company is obligated to file, if requested by TZE, a shelf registration statement with respect to the securities issued to TZE in connection with the Forward Purchase, the A&R Option Agreement, and the Debt Restructuring Transactions, including the ordinary shares issuable upon conversion of the notes issued thereby. If TZE or other shareholders sell substantial amounts of Maxeon shares in the market, the market price of Maxeon shares could decrease significantly. A decline in the price of Maxeon shares may impede our ability to raise capital through the issuance of additional shares or other equity securities.

In addition, measures to address and/or modify our liabilities, including trade payables, will cause further dilution to the extent that such efforts include the issuance of equity as settlement, which could cause our ordinary shares to experience significant volatility or declines in price.

Your percentage ownership in Maxeon may be diluted in the future.

In the future, we may issue additional shares in connection with capital markets transactions, acquisitions, restructuring efforts or otherwise. For instance, the board of directors of Maxeon (the “Board of Directors,” “Maxeon Board” or the “Board”) approved recently an increase of 944,030 ordinary shares issuable under the Second Amended and Restated 2020 Omnibus Incentive Plan (the “2020 Plan”), and, between May and August of 2024, we entered into several transactions with TZE, including, without limitation, the Forward Purchase and the Debt Restructuring Transactions, that have resulted, and will continue to result in, the dilution of our ordinary shares. See “Item 7.B. Related Party Transactions.”

The conversion of some or all of our outstanding convertible notes, or measures to address and/or modify our liabilities, including trade payables, which may include the issuance of equity as settlement, will dilute the ownership interests of existing shareholders. In particular, to the extent that Zhonghuan Singapore Investment and Development Pte. Ltd. (“TZE SG”), a subsidiary of TZE, continues to hold all or a portion of the Amended 1L Notes and New 1L Notes, upon the conversion of such notes, TZE SG may receive additional Maxeon shares pursuant to the terms of Amended 1L Notes and New 1L Notes thereby increasing its ownership interests and voting power, which will consequently dilute the ownership interests of other, existing shareholders. Additionally, in connection with the Green Convertible Notes, Maxeon granted to TZE SG an option to purchase an amount of Maxeon shares that would allow TZE SG to maintain its percentage ownership of outstanding Maxeon shares following any conversion of the Green Convertible Notes as compared to its percentage ownership existing immediately prior to any such conversion. Such option was amended on August 30, 2024 to extend the percentage ownership protections afforded by the option to the conversion or exercise of the Exchange Securities issued pursuant to exchange agreements entered into with certain holders of the Green Convertible Notes on May 30, 2024. See “Item 7.B. Related Party Transactions.” Any sales in the public market of the shares issuable upon conversion or exercise of such Exchange Securities could adversely affect prevailing market prices of our shares.

In addition, the existence of such notes may encourage short selling by market participants because the conversion or exercise, as applicable, of the Green Convertible Notes, the Amended 1L Notes, New 1L Notes or the Exchange Securities could depress the price of our shares.

Furthermore, the Compensation Committee of the Maxeon Board (the “Compensation Committee”) has and it is anticipated that it will continue to grant equity awards to our employees and directors, from time to time, under our employee benefits plans. These additional awards have and will continue to have a dilutive effect on our earnings per share, which could adversely affect the market price of our shares.

In connection with the issuance of the then-outstanding Green Convertible Notes (as defined below), we entered into the Physical Delivery Forward with a Physical Delivery Forward Counterparty with respect to the Physical Delivery Maxeon Shares (each defined under “Note 11. Debt and Credit Sources” to our consolidated financial statements). Pursuant to the Physical Delivery Forward, the Physical Delivery Forward Counterparty agreed to deliver such Physical Delivery Maxeon Shares to us or a third-party trustee designated by us for no consideration at or around the maturity of the Green Convertible Notes. The delivery of such Physical Delivery Maxeon Shares is subject to the conditions set forth in the agreements governing the Physical Delivery Forward, including receipt of required shareholder approvals on an annual basis and subject under Singapore law to an aggregate limit of 20% as of the date of the annual shareholder purchase approval (calculated together with the number of ordinary shares to be purchased in connection with the Prepaid Forward).

In connection with the issuance of the Green Convertible Notes, we entered into the Prepaid Forward with an affiliate of one of the initial purchasers, pursuant to which we will repurchase 25.3 thousand Maxeon shares, subject to the conditions set forth in the agreements governing the Prepaid Forward, including receipt of required shareholder approvals on an annual basis. Under the terms of the Prepaid Forward, the Prepaid Forward Counterparty (as defined under “Note 11. Debt and Credit Sources” to our consolidated financial statements) will be obligated to deliver the number of Maxeon shares underlying the transaction to us, or pay cash to the extent we fail to provide to Prepaid Forward Counterparty evidence of a valid shareholder authorization, on or shortly after the maturity date of the Green Convertible Notes, subject to the ability of the Prepaid Forward Counterparty to elect to settle all or a portion of the transaction early.

In addition, the Prepaid Forward Counterparty (or its affiliates) are likely to modify their hedge positions in respect of the Prepaid Forward by entering into or unwinding various derivative transactions with respect to Maxeon shares and/or by purchasing Maxeon shares or other securities of us in secondary market transactions prior to maturity of the Prepaid Forward.

The effect, if any, of any of these transactions, events and activities on the market price of Maxeon shares will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of Maxeon shares.

Each of the Prepaid Forward Counterparty and the Physical Delivery Forward Counterparty is a financial institution, and we will be subject to the risk that either or both might default under the Prepaid Forward and/or the Physical Delivery Forward. Our exposure to the credit risk of the Prepaid Forward Counterparty and/or the Physical Delivery Forward Counterparty is not secured by any collateral. Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions, including the bankruptcy filing by Lehman Brothers Holdings Inc. and its various affiliates. If the Prepaid Forward Counterparty or the Physical Delivery Forward Counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with the Prepaid Forward Counterparty or the Physical Delivery Forward Counterparty. Our exposure will depend on many factors, but, generally, the increase in our exposure will be correlated with increases in the market price or the volatility of Maxeon shares. In addition, upon a default by the Prepaid Forward Counterparty or the Physical Delivery Forward Counterparty, we may suffer adverse tax consequences and may experience more dilution than currently anticipated with respect to Maxeon shares. We can provide no assurances as to the financial stability or viability of the Prepaid Forward Counterparty or the Physical Delivery Forward Counterparty.

For the foreseeable future, we intend to retain any earnings to finance the development of our business, and we do not anticipate paying any cash dividends on our shares, and no assurance can be given that we will pay or declare dividends in the future. The Maxeon Board may, in its discretion, recommend the payment of a dividend in respect of a given fiscal year. However, the declaration, timing, and amount of any dividends to be paid by us will be subject to the approval of our shareholders at the relevant Annual General Meeting of shareholders. The determination of the Maxeon Board as to whether to recommend a dividend and the approval of any such proposed dividend by our shareholders, will depend upon many factors, including our financial condition, earnings, corporate strategy, capital requirements of our operating subsidiaries, covenants, legal requirements and other factors deemed relevant by the Maxeon Board and shareholders. See “Item 10.B. Memorandum and Articles of Association—Dividends” for more information.

We may issue additional equity, equity-linked or debt securities for a number of reasons, including to finance our operations and business strategy (including in connection with development of our U.S. based manufacturing capacity, acquisitions, strategic collaborations or other transactions), to satisfy our obligations for the repayment of existing indebtedness, to adjust our ratio of debt to equity, or for other reasons. Any future issuances of equity securities or equity-linked securities could substantially dilute the interests of our existing shareholders and may materially and adversely affect the price of Maxeon shares. We cannot predict the timing or size of any future issuances or sales of equity, equity-linked or debt securities, or the effect, if any, that such issuances or sales, may have on the market price of Maxeon shares. Market conditions could require us to accept less favorable terms for the issuance of our securities in the future.

The market price for Maxeon shares has been highly volatile and subject to wide fluctuations. The market price of Maxeon shares may continue to be volatile and subject to wide fluctuations in response to a wide variety of factors, including the factors discussed in this risk factors section and the following:

•our ability to successfully execute on our financing plans to provide the necessary liquidity for us to operate as a going concern;

•our ability to successfully implement our restructuring plans;

•our ability to replace the revenue we would have generated under the 2022/ 2023 Supply Agreement and 2024/ 2025 Supply Agreement with SunPower, which agreements have been terminated;

•announcements of new products by us or our competitors;

•news regarding any gain or loss of customers by us;

•news regarding recruitment or loss of key personnel by us or our competitors;

•announcements of competitive developments, acquisitions or strategic alliances in our industry;

•the operating and stock price performance of other companies, other industries and other events or factors beyond our control;

•the impacts of the ongoing conflicts and geopolitical issues on us and the national and global economies;

•regulatory developments in our target markets affecting us, our customers or our competitors;

•announcements regarding patent litigation or the issuance of patents to us or our competitors;

•announcements of studies and reports relating to the conversion efficiencies of our products or those of our competitors;

•actual or anticipated fluctuations in our quarterly results of operations;

•changes in financial projections or estimates about our financial or operational performance by securities research analysts;

•changes in the economic performance or market valuations of other solar power technology companies;

•market perception of our response to challenging economic and market environment;

•sales or perceived sales of additional shares or Notes;

•commencement of, or our involvement in, litigation;

•speculative trading practices by certain market participants;

•actual or purported “short squeeze” trading activity;

•trading of our shares, which can have an outsized impact on our stock price given the limited public float;

•fluctuations in the exchange rates;

•persistent or rising inflation;

•high or rising interest rates;

•general market conditions or other developments affecting us or our industry; and

•changes in the general condition of the global economy and credit markets.

Any of these factors may result in large and sudden changes in the volume and price at which our shares will trade.

On some occasions, our stock price may be, or may be purported to be, subject to “short squeeze” activity. A “short squeeze” is a technical market condition that occurs when the price of the stock increases substantially, forcing market participants who have taken a position that its price would fall (i.e.

who had sold the stock “short”), to buy it, which in turn may create significant, short-term demand for the stock not for fundamental reasons, but rather due to the need for such market participants to acquire the stock in order to forestall the risk of even greater losses. A “short squeeze” condition in the market for a stock can lead to short-term conditions involving very high volatility and trading that may or may not track fundamental valuation models. Market disruptions such as the various U.S. key market-wide circuit breakers since March 9, 2020 triggered by concerns over economic slowdown led to historic drops for the U.S. capital markets. These market fluctuations may also have a material adverse effect on the market price of our shares. In the past, following periods of volatility in the market price of their stock, many companies have been the subject of securities class action litigation. If we become involved in similar securities class action litigation in the future, it could result in substantial costs and diversion of our management’s attention and resources and could harm our stock price, business, prospects, financial condition and results of operations.

In addition, the stock market in general, and NASDAQ and the securities of technology companies and solar companies in particular, have experienced severe price and volume fluctuations. These trading prices and valuations, including our own market valuation and those of companies in our industry generally, may not be sustainable. These broad market and industry factors may decrease the market price of our shares, regardless of our actual operating performance. Because the Notes are convertible into our shares (and/or cash equivalent to the value of our shares), volatility or depressed share prices could have a similar effect on the trading price of the Notes.

The trading market can be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a foreign private issuer, the analysts who publish information about Maxeon shares may have had relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. If any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline.Several securities analysts have ceased to regularly

research and provide reports about the Company. In addition, we have been removed from several prominent stock

indices, including the Russell 2000 and Russell 3000. As a result of reduced analyst coverage and index membership, we have lost and may continue to lose visibility in the market, which in turn could cause our stock price or trading volume to further decline and result in the loss of all or a part of your investment in us.

Since the consummation of the Spin-off, we have been reporting under the Exchange Act as a non-U.S. company as a foreign private issuer. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after the end of each financial year, while U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. In addition, as a foreign private issuer, we are also entitled to rely on exceptions from certain corporate governance requirements of the NASDAQ.

As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

As a foreign private issuer, we are permitted to, and follow certain home country corporate governance requirements in lieu of certain NASDAQ requirements. Following our home country corporate governance requirements, as opposed to the requirements that would otherwise apply to a U.S. company listed on the NASDAQ, may provide less protection than is afforded to investors under the Nasdaq Listing Rules applicable to domestic issuers.

In particular, we follow home country requirements instead of NASDAQ requirements otherwise applicable to U.S. companies regarding:

•Nasdaq’s requirement that a majority of the Maxeon Board be “independent” as defined by the Nasdaq Listing Rules. The Singapore Companies Act does not impose a similar requirement on a company.

•Nasdaq’s requirement that an issuer provide for a quorum as specified in its bylaws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding shares of an issuer’s voting ordinary shares. The requirement for a quorum under the Singapore Companies Act is two members of the company personally present so far as the constitution of a company does not make other provision in that behalf. Our Constitution similarly provides that two members of Maxeon present in person (and includes a person attending as a proxy or as representing a corporation which is a member) shall constitute a quorum for a general meeting.

•Nasdaq’s requirement that all members of our Compensation Committee be “independent” as defined in the Nasdaq Listing Rules. While the Maxeon Board has established a Compensation Committee, the Singapore Companies Act does not require us to maintain such a committee and does not require a majority of such committee to be independent directors. Similarly, Singapore law does not require that we disclose information regarding third-party compensation of our directors or director nominees.

•Nasdaq’s requirement that the nominating committee of our Board (the “Nominating and Corporate Governance Committee”) be “independent” as defined in the Nasdaq Listing Rules. The Singapore Companies Act does not require a nominating and corporate governance committee to be comprised entirely of independent directors, and nominations of persons for election to the Maxeon Board will be recommended by our Nominating and Corporate Governance Committee whose members are not all independent directors as defined by the Nasdaq Listing Rules.

•Nasdaq’s requirement that issuers obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, changes of controls or private placements of securities, or the establishment or amendment of certain stock option, purchase or other compensation plans. Under the Singapore Companies Act, new shares may be issued only with the prior approval of our shareholders in a general meeting. Approval, if granted, shall continue in force until the earlier of:

•the conclusion of the next annual general meeting after the date on which the approval was given; and

•the expiration of the period within which the next annual general meeting after that date is required by law to be held.

Further, because we are now a controlled company under the Nasdaq Listing Rules following the closing of the transactions contemplated by the Forward Purchase Agreement, we may and have elected not to comply with certain Nasdaq corporate governance requirements even if the Company ceases to be a foreign private issuer, including:

•Nasdaq’s requirement that a majority of the Board be comprised of independent directors.

•Nasdaq’s requirement to have a compensation committee comprised solely of independent directors.

•Nasdaq’s requirement for directors to be selected by the independent directors of the Board or a nominations committee comprised solely of independent directors.

Our ordinary shares are currently listed on the Nasdaq Global Select Market. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements.

On August 14, 2024, we received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of our ordinary shares for the previous 32 consecutive business days, we no longer met the requirement to maintain a minimum bid price of $1 per share (the “Minimum Bid Price Requirement”) and were required to regain compliance with the Minimum Bid Price Requirement by February 10, 2025.

To regain compliance with the Minimum Bid Price Requirement, we proposed and received the requisite shareholder approval at our Annual General Meeting on August 29, 2024 for a 1-for-100 Reverse Share Split (as defined herein). The Reverse Share Split became effective on October 8, 2024 and our ordinary shares began trading on a split-adjusted basis on October 9, 2024. As a result of the Reverse Share Split, the Company received a letter from Nasdaq Stock Market LLC on October 29, 2024 notifying us that the Company had regained compliance with the Minimum Bid Price Requirement.

In the event that our ordinary shares are delisted from Nasdaq, as a result of our failure to comply with the Minimum Bid Price Requirement, or due to our failure to continue to comply with any other requirement for continued listing on Nasdaq, and our ordinary shares are not eligible for listing on another exchange, trading in our ordinary shares could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of and obtain liquidity for our shares, or obtain accurate price quotations for, our ordinary shares, and it would likely be more difficult to obtain coverage by securities analysts and the news media, which could cause the price of our ordinary shares to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of NASDAQ on which Maxeon shares are traded and other applicable securities rules and regulations. Furthermore, these rules and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our Board, our board committees or as executive officers. If we fail to comply with these rules and regulations, we could be subject to a number of penalties, including the delisting of our Maxeon shares, fines, sanctions or other regulatory action or civil litigation.

As described elsewhere herein, our business has been subject to a variety of business and market factors that

have negatively impacted our cash flows, liquidity and financial condition. The costs of our status as a public company will continue to have an adverse impact on our liquidity, cash flows and financial condition as compliance

with the U.S.

resources.

securities laws, regulations and Nasdaq listing rules continues to be a significant use of our limited Based upon, among other things, the nature of our business, the current and anticipated valuation of our assets and the composition of our income and assets, we do not believe we were a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for the taxable year ended December 31, 2024 and we do not expect to be treated as a PFIC for the current taxable year or in the foreseeable future. However, the application of the PFIC rules is subject to uncertainty in several respects. In addition, a separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Accordingly, we cannot assure you that we will not be a PFIC for our current, or any future, taxable year. A non-U.S. corporation will generally be a PFIC for any taxable year if either (i) at least 75.0% of its gross income for such year is passive income or (ii) at least 50.0% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. For this purpose, we will be treated as owning our proportionate share of the businesses and earning our proportionate share of the income of any other business in which we own, directly or indirectly, at least 25.0% (by value) of the stock. Because the value of our assets for purposes of the PFIC test will generally be determined in part by reference to the market price of our shares, fluctuations in the market price of the shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. As a result, dispositions of operating companies could increase the risk that we become a PFIC. If we are a PFIC for any taxable year during which a U.S. Holder holds our shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. For further information on such U.S. federal income tax implications, see “Item 10.E. Taxation—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company.”

Our management is responsible for maintaining internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. They are also responsible, in accordance with the Singapore Companies Act, for keeping accounting and other records that will sufficiently explain the transactions and financial position of Maxeon, establishing true and fair financial statements to be prepared from time to time and maintaining that records be kept in such manner as to enable them to be conveniently and properly audited. We need to continuously maintain our internal control processes and systems and adapt them as our business grows and changes. This process is expensive, time-consuming, and requires significant management attention. Furthermore, as we grow our business and execute significant non-routine transactions, our internal controls may become more complex and we may require significantly more resources to ensure they remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation could harm our operating results or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm identify material weaknesses in our internal controls, the disclosure of that fact, even if quickly remedied, may cause investors to lose confidence in our financial statements and the trading price of our shares may decline.

Remediation of a material weakness could require us to incur significant expense and if we fail to remedy any material weakness, our financial statements may be inaccurate, our ability to report our financial results on a timely and accurate basis may be adversely affected, our access to the capital markets may be restricted, the trading price of our shares may decline, and we may be subject to sanctions or investigation by regulatory authorities, including the SEC or NASDAQ. We may also be required to restate our financial statements from prior periods.

Pursuant to our constitution (the “Constitution”), and to the extent permitted by the Singapore Companies Act and applicable laws, we will indemnify our officers and directors for certain liabilities that may arise in the course of their service to us. Although we currently maintain director and officer liability insurance for certain potential third-party claims for which we are legally or financially unable to indemnify them, such insurance may be inadequate to cover certain claims, or may prove prohibitively costly to maintain in the future.

In addition, we may choose to primarily self-insure with respect to potential third-party claims. If we were required to pay a significant amount on account of these liabilities for which we self-insured, our business, financial condition, and results of operations could be materially harmed.

Our corporate affairs are governed by our Constitution and by the laws governing companies incorporated in Singapore. The rights of our shareholders and the responsibilities of the members of the Maxeon Board under Singapore law are different from those applicable to a corporation incorporated in the United States. Therefore, our public shareholders may have more difficulty in protecting their interest in connection with actions taken by our management or members of the Maxeon Board than they would as shareholders of a corporation incorporated in the United States. For more information, see the below risk factor titled “It may be difficult to enforce a judgment of

or China.”

Singapore corporate law may impede a take-over of our company by a third party, which could adversely affect the value of our shares.

The Singapore Code on Take-overs and Mergers (the “Singapore Take-overs Code”) and Sections 138, 139 and 140 of the Securities and Futures Act 2001 of Singapore contain certain provisions that may delay, deter or prevent a future takeover or change in control of our company for so long as we remain a public company with more than 50 shareholders and net tangible assets of S$5.0 million or more. Any person acquiring shares, whether by a series of transactions over a period of time or not, either on his own or together with parties acting in concert (as defined in the Singapore Take-over Code) with such person, in 30% or more of the voting rights of our company, or, if such person holds, either on his own or together with parties acting in concert with such person, not less than 30% but not more than 50% of the voting rights of our company, and such person (or parties acting in concert with such person) acquires additional shares carrying more than 1% of the voting rights of our company in any six-month period, must, except with the consent of the Securities Industry Council of Singapore, immediately extend a mandatory take-over offer for all the remaining voting shares in accordance with the provisions of the Singapore Take-overs Code.

On January 30, 2020, the Securities Industry Council of Singapore waived the application of the Singapore Take-overs Code to us, subject to certain conditions. Pursuant to the waiver, for as long as we are not listed on a securities exchange in Singapore, and except in the case of a tender offer (within the meaning of U.S. securities laws) where the Tier 1 Exemption set forth in Rule 14d-1(c) under the Exchange Act (the “Tier 1 Exemption”) is available and the offeror relies on the Tier 1 Exemption to avoid full compliance with the tender offer regulations promulgated under the Exchange Act, the Singapore Take-overs Code shall not apply to us. In connection with receipt of the waiver, the SunPower board of directors submitted to the Securities Industry Council of Singapore a written confirmation to the effect that it is in the interests of SunPower shareholders who will become holders of Maxeon shares as a result of the Spin-off that a waiver of the provisions of the Singapore Take-overs Code is obtained. However, if the conditions for the waiver are no longer applicable, the Singapore Take-overs Code will be applicable to us. While the primary objective of the Singapore Take-overs Code is fair and equal treatment of all shareholders in a take-over or merger situation, its provisions may discourage or prevent certain types of transactions involving an actual or threatened change of control of our company. These legal requirements may impede or delay a take-over of our company by a third party, and thereby have a material adverse effect on the value of our shares. In addition, as the Notes are convertible into our ordinary shares, under the Singapore Take-overs Code (where the Singapore Take-overs Code may be applicable), if a take-over offer is made for the Maxeon shares, an appropriate offer or proposal has to be made to the holders of the Notes (so long as the Notes are outstanding) in accordance with the provisions of the Singapore Take-overs Code.

Under Singapore law, we may only allot and issue new shares with the prior approval of our shareholders in a general meeting. Subject to the general authority to allot and issue new shares provided by our shareholders, the provisions of the Singapore Companies Act and our Constitution, the Maxeon Board may allot and issue new shares on terms and conditions and with the rights (including preferential voting rights) and restrictions as they may think fit to impose. The Maxeon Board has been given a general mandate to issue new shares by our shareholders in the last general meeting held on August 29, 2024 which will continue in force until the next general meeting is concluded. Any additional issuances of new shares by our directors may dilute our shareholders' percentage ownership interests in our shares and/or adversely impact the market price of our shares.

Following the closing of the Debt Restructuring Transactions and the Forward Purchase, TZE beneficially owned became the Company’s controlling shareholder with a right to nominate a majority of the members of the Board, owning 59.4% of our total outstanding shares as of January 24, 2025 according TZE’s Schedule 13D/A filed with the SEC on January 28, 2025. For more information on TZE, see “Item 4.C - Organizational Structure.” As a result, TZE can and does exert substantial influence over matters such as the election of directors, approval of material transactions and the Company’s strategy and leadership generally. This concentration of ownership may discourage, delay or prevent a change of control of the Company, which may also have the effect of depriving our shareholders of an opportunity to receive a premium for their ordinary shares as part of a subsequent sale of the Company. As long as TZE continues to own a significant percentage of our shares, the ability of our other shareholders to influence matters requiring shareholder approval will be limited, which may discourage potential investors from seeking to acquire Maxeon shares and, as a result, might harm the market price of our shares.

In addition, conflicts of interest may arise between the Company and our controlling shareholder in a number of ways. If TZE were to compete with the Company, our business, financial condition, results of operations and prospects could be materially and adversely affected. Furthermore, TZE may from time to time make strategic decisions that it believes are in the best interests of its business as a whole, which may be different from the decisions that we would have made on our own. TZE’s decisions with respect to the Company may favor TZE and may not necessarily be aligned with the interests of our other shareholders. Although we have an audit committee consisting solely of independent directors to review and approve all related party transactions, we may not be able to resolve all potential conflicts of interest or to resolve such conflicts on terms that are favorable to the Company. The significant concentration of share ownership may also adversely affect the trading price of our ordinary shares due to the perception that such conflicts of interest exist or may arise.

As a corporation organized under the laws of Singapore, we are not generally subject to the laws and regulations of the authorities of the PRC except to the extent that our limited operations in China must comply with such laws and regulations. However, because TZE is an enterprise incorporated under the laws of the PRC, it must comply with PRC laws and regulations. Such laws and regulations may influence the decisions of TZE, as well as those of its director appointees serving on our board of directors, regarding our business and operations. Certain of these regulations will require TZE, as our controlling stockholder, to approve specific corporation actions taken by us, including amendments to our Constitution and certain mergers, acquisitions or strategic transactions that we may seek to undertake.

As our controlling shareholder, TZE may be required to make filings with, or obtain approval from, various PRC regulators approving certain of our corporate actions. For example, TZE may need to obtain approval from the China National Development and Reform Commission (“NDRC”) for certain debt issuances by us, or certain investments we may seek to make that involve industries, countries or regions deemed sensitive by the NDRC. TZE may similarly need to make certain filings with the China Securities Regulatory Commission or register with the State Administration of Foreign Exchange in order to provide financing to the Company or guarantee its obligations.

Additionally, PRC authorities could require TZE to divest from the Company in the future.

In addition to the requirements of the PRC, for as long as TZE maintains a controlling ownership interest in the Company, proposed acquisitions of or investments into entities organized in the United States or other jurisdictions, including TZE's investments into the Company, may be subject to additional US regulatory approval or review processes and TZE’s ownership may prevent Maxeon’s eligibility to bid for or obtain certain U.S. government contracts or loans. The Committee on Foreign Investments in the United States (“CFIUS”) is an interagency body of the U.S. government authorized to review certain foreign investment transactions in U.S. businesses in order to determine the effect of such transactions on the national security of the United States. If a particular proposed acquisition or investment in a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or we may proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay an acquisition or investment, impose conditions with respect to such acquisition or investment or order a divestment of all or a portion of a U.S. business acquired or invested in, which may limit the attractiveness of or prevent us from pursuing certain acquisitions or investments that we believe would otherwise be beneficial to us and our stockholders. These risks have increased and may continue to increase due to geopolitical, policy or regulatory developments, particularly with regard to relations between China and the U.S.

Our relationships with Chinese suppliers and shareholders, including our controlling shareholder, may expose us to risks based on U.S. policies such as China’s designation as “a covered nation” and our controlling shareholder’s possible designation as a “foreign entity of concern” under guidance and regulations promulgated by the U.S. Department of Energy.

Under final guidance issued by the U.S. Department of Energy (“DOE”) on May 6, 2024, an entity can qualify as a foreign entity of concern (“FEOC”) for purposes of the Bipartisan Infrastructure Law and the Inflation Reduction Act if it is a foreign entity that is subject to the jurisdiction of a covered nation government. The rules relating to control and indirect control are uncertain at this time and precedent has not yet developed, but based on DOE guidance, TZE would likely be classified as an FEOC because it is organized under the laws of the PRC.

For purposes of FEOC determination, the rules relating to control and indirect control are uncertain at this time and precedent has not yet developed. As currently written, the FEOC rules are intended to directly impact the electric vehicle battery industry and related battery supply chain, and do not appear to have implications for the solar panel industry. As a result, direct risks to our business from FEOC status are unknown at this time, but such risks can magnify if the scope of FEOC-related regulations is expanded in the future. Additionally, such designation may have implications regarding our eligibility for participation in DOE programs, incentives under the Bipartisan Infrastructure Law and the Inflation Reduction Act, and similar laws and regulations.

The U.S. regulatory environment presents hurdles and reputational risk for companies associated with Chinese partners, investors, or purchasers. Currently, an aggressive posture with respect to China is a bipartisan priority in both the U.S. House and U.S. Senate, as evidenced by the TikTok ban, draft BioSecure legislation, and a current draft National Defense Authorization Act Amendment that bars federal funding to any institution that partners with persons on the Bureau of Industry and Security Entity List maintained by the Department of Commerce. Further, the previous and current Trump Administration and the previous Biden Administration, have all adopted trade policies that are aggressive with respect to China, including but not limited to: heightened tariffs, and harsher restrictions on data sharing with China. It is likely that the aggressive posture adopted by the U.S. Congress and contemporary presidential administrations will give rise to heightened scrutiny by U.S. stakeholders and additional enforcement and rule-making activities on the part of federal authorities, which could significantly impact our business in light of being controlled by TZE. We do not anticipate these postures to abate in the near term.

Moreover, our ability to attract U.S. investors may be impacted, for example, by investment guidelines that prevent investment in Chinese-controlled entities, the perceived risks of investing in the securities of Chinese-controlled entities, or as a result of U.S.-China tensions generally.

In February 2012, the State Administration of Foreign Exchange of the PRC, or SAFE, promulgated the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our directors, executive officers and other employees who are PRC citizens or who reside in China for a continuous period of not less than one year and who have been granted options will be subject to these regulations. Failure to complete SAFE registrations may subject them to fines and other legal or administrative sanctions. We may also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. Moreover, the State Administration of Taxation of the PRC has also issued certain circulars concerning employee share options and restricted shares. Under these circulars, our employees working in China who exercise share options or are granted restricted share unites will be subject to PRC individual income tax. If our employees fail to comply with the relevant laws and regulations, we may potentially face sanctions imposed by the tax authorities or other PRC government authorities.

We are incorporated under the laws of Singapore and certain of our officers and directors are or will be residents outside of the United States. Although we are incorporated outside of the United States, we have agreed to accept service of process in the United States through our agent designated for that specific purpose.

There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. In making a determination as to enforceability of a foreign judgment, the Singapore courts need to be satisfied that the foreign judgment was final and conclusive on the merits of the case, given by a court of law of competent jurisdiction over the parties subject to such judgment, and was expressed to be for a fixed sum of money. In general, a foreign judgment would be enforceable as a debt in Singapore unless procured by fraud, or if the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or if the enforcement thereof would be contrary to the public policy of Singapore, or if the judgment would conflict with earlier judgments from Singapore or earlier foreign judgments recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our directors and officers. The Singapore courts do not allow the enforcement of foreign judgments which amount to the direct or indirect enforcement of foreign penal, revenue or other public laws, and it is uncertain as to whether a judgment of the courts of the United States awarding such punitive damages would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue or other public laws. Such determination has yet to be conclusively made by a Singapore court in a reported decision. Accordingly, it may be difficult for investors to enforce judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States against us, our directors or our officers in Singapore.

Similarly, certain of our directors or officers are PRC citizens that reside within China for a significant portion of the time. Because our controlling shareholder has substantial power to determine the composition of our board and management team, it is possible that the proportion of our directors and officers who are citizens and/or residents of the PRC will increase.

There is substantial uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws, regulations and interpretations based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S. Furthermore, class action lawsuits, which are available in the U.S. for investors to seek remedies, are generally uncommon in China.

4.A. HISTORY AND DEVELOPMENT OF THE COMPANY

We are incorporated under the laws of Singapore in accordance with the Singapore Companies Act. We were formed by SunPower in connection with our separation from SunPower, for an unlimited duration, effective as of the date of our incorporation with ACRA on October 11, 2019. We were converted to a public company on the Distribution Date under the Singapore Companies Act under the name of “Maxeon Solar Technologies, Ltd.” by way of a pro rata distribution of all of the then-issued and outstanding ordinary shares of Maxeon to holders of record of SunPower’s ordinary shares as of the close of business on August 17, 2020. As of the Distribution Date, Maxeon became an independent, public company and the Maxeon shares started trading on the NASDAQ Global Select Market under the symbol “MAXN”.

We are domiciled in Singapore and our registered office is currently located at 8 Marina Boulevard #05-02, Marina Bay Financial Centre, 018981, Singapore, which also currently serves as our principal executive offices, and our telephone number is +65 6338 1888. Our agent for service of process in the United States is CSC Global and its address is 251 Little Falls Drive, Wilmington, Delaware 19808.

In fiscal year 2024, the Company entered into several financing transactions with TZE and other investors that resulted in TZE becoming our controlling shareholder on August 30, 2024. These primarily include: (1) the issuance and sale of $25 million principal amount of 7.50% Convertible First Lien Senior Secured Notes due 2027 on May 31, 2024, which was subsequently exchanged for $25 million in principal amount of the 9.00% Convertible First Lien Senior Secured Notes due 2029; (2) the issuance and sale of approximately $139 million principal amount of Tranche A Note Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028, approximately $65 million principal amount of Tranche B Note Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028, and 9,925,000 warrants in exchange for the majority of our then-outstanding Green Convertible Notes; (3) the issuance and sale of $97.5 million principal amount of 9.00% Convertible First Lien Senior Secured Notes due 2029 on June 20, 2024; and (4) the issuance and sale on August 30, 2024 of approximately 82,919 ordinary shares to TZE for an aggregate purchase price of approximately $100.0 million pursuant to the Forward Purchase Agreement. For more information regarding the financing transactions, please see “Item 7.B. Related Party Transactions.”

On August 29, 2024, the Company’s shareholders approved a 1-for-100 reverse share split (the “Reverse Share Split”) at the Company’s annual general meeting. The Reverse Share Split became effective on October 8, 2024 and the Company’s ordinary shares began trading on a split-adjusted basis on October 9, 2024. As a result of the Reverse Share Split, every 100 ordinary shares of the Company held as of October 8, 2024 were automatically combined into one ordinary share. The Reverse Share Split had the effect of reducing the number of outstanding ordinary shares from 1,529 million ordinary shares to approximately 15 million ordinary shares as of the date of the Reverse Share Split. No fractional shares were created or issued as a result of the Reverse Share Split, and all fractional shares to which holders of the existing outstanding shares would have otherwise been entitled to were aggregated and sold, with the proceeds distributed on a pro rata basis to such holders.

The Reverse Share Split affected all holders of ordinary shares uniformly, with no resulting changes in percentage ownership or proportionate voting rights, and the Company’s outstanding warrants, convertible notes, and equity-based awards were proportionately adjusted to reflect the occurrence of the Reverse Share Split. Post-split, the ordinary shares continue to trade on the Nasdaq Global Select Market under the trading symbol “MAXN” under a new CUSIP number: Y58473128. The purpose of the Reverse Share Split was to meet the minimum $1.00 per ordinary share bid requirement for continued listing on The Nasdaq Global Select Market.

On November 26, 2024, the Company announced a broad strategic restructuring of the Company’s business portfolio intended to focus the Company exclusively on the sales to the U.S. market. Accordingly, the Company also announced that it had executed a five-year lease for an existing manufacturing facility with capacity of up to 2 GW in Albuquerque, New Mexico. The Company plans to begin solar panel production at the Albuquerque facility in 2026. In furtherance of the restructuring effort, the Company also announced on November 26, 2024 that it had entered into two term sheets with affiliates of TZE, our controlling shareholder, for the purpose of divesting the Company’s “rest-of-the-world” distributed generation business through the sale of 100% of the equity interests in certain direct and non-direct non-U.S. subsidiaries of the Company to TZE as well as for the purpose of divesting he Company’s equity interest in SunPower Philippines Manufacturing Ltd (“SPML”). The sale of SPML was completed on February 28, 2025 and the sale of the Company’s “rest-of-the-world” distributed generation business was completed on March 31, 2025. For more information, see “Item 4.A. History and Development of the Company— Significant Acquisitions, Dispositions and other Events.”

In late March 2025, U.S. Customs & Border Protection informed us that it denied our protests on certain detained shipments of Maxeon 3, Maxeon 6, and Performance 6 solar panels resulting in their continued exclusion. We have commenced a legal action to contest CBP’s decision at the U.S. Court of International Trade, demonstrating that our legacy supply chains are fully compliant with the Uyghur Forced Labor Prevention Act. For additional information, see Item 3.D.“Risk Factors—Risks Related to the Maxeon Business—Our Maxeon 3, Maxeon 6 and Performance 6 solar panels continue to be detained and denied entry by U.S. Customs and Border Protection and these detentions, unless resolved, will continue to significantly and adversely affect our business, revenues, margins, results of operations and cash flows.”

Our capital expenditures amounted to $52.1 million, $67.5 million and $63.3 million during fiscal years 2024, 2023 and 2022, respectively, primarily consisting of expenditures related to the expansion of our solar cell manufacturing and assembly capacity as well as our technology conversions. Our manufacturing and assembly activities have required and will continue to require significant investment of capital and substantial engineering expenditures. Our capital expenditures, which are subject to obtaining necessary Board approval, are expected to be funded with cash from operations, financing, or other available sources of liquidity. We expect total capital expenditures ranging from $7 million to $11 million in fiscal year 2025. As of December 31, 2024, we had $4.4 million of capital commitments. The capital expenditures mainly relate to our planned investments in our next generation Maxeon 8 technology and certain preparatory activities for our planned multi-GW factory in the United States.

In November 13, 2024, we executed a five-year lease for an existing manufacturing facility with capacity of up to 2 GW in Albuquerque, New Mexico. On March 28, 2025, we entered into an amendment to the lease to revise the timeline for certain owner-completed construction activities, some of which are now underway. We plan to begin solar panel production at the Albuquerque facility in 2026. For more information, see “Item 4.D. Property, Plants and Equipment—Major Facilities.”

On April 26, 2024, the Company, through its subsidiary, SunPower Manufacturing Corporation Limited, entered into an equity transfer agreement with Zhonghuan Hong Kong Holding Limited, a subsidiary of TZE, Maxeon’s largest shareholder, for the sale of all of the Company’s minority interest (approximately 16.27%) in HSPV, a joint venture established by SunPower Corporation, TZE and other former partner in 2016. Alongside with the divestiture, the Company also entered with HSPV and its affiliates a few agreements on the same date.

Refer to “Note 10. Equity Investments” for more details.

Following the signing of a partially binding term sheet in November of 2024 to divest the Company’s Philippines operations, on January 26, 2025, SPML, SunPower Technology Ltd., a subsidiary of the Company (“SPT”), and Lumetech Pte. Ltd., a subsidiary of TZE, entered into a sale and purchase agreement (the “SPML SPA”), related to the sale by SPT of its 100% ownership interest in SPML to Lumetech Pte. Ltd.. In connection with the SPML SPA, SPT and Lumetech Pte. Ltd. also agreed to the sale of certain specifically identified assets and liabilities associated with the business activities within the country of the Philippines that were held by Maxeon or its subsidiaries other than SPML (the “SPML Target Assets”) pursuant to a procurement agency agreement entered into by Maxeon and Lumetech Pte. Ltd. on the closing date of the SPML SPA.

The transactions contemplated under the SPML SPA were consummated on February 28, 2025 (the “SPML Closing”). In connection with the SPML Closing, we entered into certain ancillary agreements with TZE or its affiliates, including: (i) a procurement agency agreement selling certain specifically identified assets and liabilities associated with the business activities within the country of the Philippines that are held by Maxeon or its subsidiaries, (ii) a transitional services agreement (the “SPML Transitional Services Agreement”) providing for certain shared services for one year following the closing, and (iii) a bilateral development services agreement (the “Bilateral Development Services Agreement”) providing for the respective affiliates of the Company and TZE to further the development of Maxeon 8 Technology.

The SPML Transitional Services Agreement mutually provides that each party shall, in its capacity as a recipient of services, own all rights in any intellectual property that are created by the other party in its capacity as the provider of services to the extent such intellectual property arises from the delivery services under the agreement or the service recipient’s confidential information or property. Under the Bilateral Development Services Agreement, TZE will be responsible for all labor costs incurred in the Philippines and 50% of the operating cost of research and development activities in the U.S. and the Philippines, and Maxeon Solar Pte. Ltd. will be responsible for all labor costs incurred in the U.S. and 50% of the operating cost of research and development activities in the U.S. and the Philippines. The Bilateral Development Services Agreement has an initial term of two years and will automatically renew for successive one-year terms until either party thereto provides notice of non-renewal.

Following the signing of a partially binding term sheet in November of 2024 related to the sale of the “Rest-of-the-world” distributed generation business, on February 18, 2025,the Company entered into a sale and purchase agreement (the “Rest-of-the-world SPA”) for the sale to Lumetech B.V. and TCL Sunpower International Pte. Ltd. (each, a subsidiary of TZE) contemplating (i) the sale of 100% of the equity interests in the Company’s direct and indirect non-U.S. subsidiaries organized under the laws of Malta, the United Kingdom, Israel, Italy, Germany, the Netherlands, Spain, Mexico, Belgium, Australia, Chile, Korea, France, Brazil, Venezuela, South Africa, and Japan, (ii) entering into a trademark assignment agreement (the “Trademark Assignment Agreement”) providing for the assignment of certain trademarks associated with the disposed assets, (iii) entering into an asset transfer agreement (the “Asset Transfer Agreement”) providing for the transfer of certain assets, inventories, contracts, accounts payable and other debts and amounts owing by the relevant subsidiary transferor, and (iv) a transitional service agreement (the “Rest-of-the-world Transitional Services Agreement”) providing for certain mutual shared services. The transactions contemplated by the Rest-of-the-world SPA were consummated on March 31, 2025 (the “Rest-of-the-world Closing Date”).

Pursuant to the Trademark Assignment Agreement entered into among TCL SunPower (the “Assignee”) and Maxeon Solar Pte. Ltd., an affiliate of Maxeon organized under the laws of Singapore (“MSPL” or the “Assignor”) on March 31, 2025, the Assignee acquired all of the Assignor’s right, title and interest, in certain trademarks, and the Assignor assigned all such right, title and interest in and to the trademarks to the Assignee. The trademarks subject to the Trademark Assignment Agreement relate to trademark registrations and applications for “SunPower” in all jurisdictions excluding the United States.

The Asset Transfer Agreement among Maxeon, together with three of its direct and indirect subsidiaries, (Maxeon and each of the three subsidiaries, collectively, the “Transferors”), SunPower Corporation Australia Pty Limited (SPWCA”), SunPower Energy Solutions France SAS (“SPWESF”) and Maxeon Solar Products Mexico S.DE R.L. DE C.V. (“MXNSP” and together with SPWCA and SPWESF, each presently a Maxeon subsidiary and collectively, the “Transferees”), provides for the Transferors to sell, assign and transfer, and for the Transferees to purchase, acquire and assume, certain assets, inventories, contracts, accounts payable and other debts and amounts owing by the relevant Transferor as specified in the Asset Transfer Agreement (these assets, inventories, contracts and assumed liabilities, collectively, the “Transferred Items”). In addition, on the Rest-of-the-world Closing Date, the Transferees discharged in full all the obligations imposed upon the Transferors in certain product warranties granted by Maxeon in respect of certain of the Transferred Items distributed outside of the United States (the “Warranties”), including servicing the warranty holders. The Transferees became fully responsible for all Warranty claims arising from or relating to the Warranties following the closing. The aggregate consideration for the sale of the Transferred Items was approximately USD $15 million and formed part of the total consideration under the Rest-of-the-world SPA.

The Rest-of-the-world Transitional Services Agreement has a term of one year and provides for the mutual provision of certain shared services from the Rest-of-the-world Closing Date, as well as the services of certain Swiss employees of SunPower Systems SARL, who provided certain transitional services for the benefit of Lumetech B.V. for a period of four weeks following the closing.

In late March 2025, U.S. Customs & Border Protection informed us that it denied our protests on certain detained shipments of Maxeon 3, Maxeon 6, and Performance 6 solar panels resulting in their continued exclusion from the U.S. For additional information, see Item 3.D.“Risk Factors—Risks Related to the Maxeon Business—Our Maxeon 3, Maxeon 6 and Performance 6 solar panels continue to be detained and denied entry by U.S. Customs and Border Protection and these detentions, unless resolved, will continue to significantly and adversely affect our business, revenues, margins, results of operations and cash flows.”

All inquiries to us should be directed at the address and telephone number of our principal executive office set forth above. Our website is https://www.maxeon.com/. The information contained on or accessible through our website does not form part of this annual report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov.

4.B. BUSINESS OVERVIEW

Maxeon is one of the world’s leading marketers of premium solar power technology. We have developed and maintained this leadership position through decades of technological innovation and investment, in addition to the development of sales and distribution channels across six continents. Headquartered in Singapore, we are strategically restructuring our business portfolio and geographic market focus to concentrate exclusively on the U.S. market.

Solar has become one of the fastest growing renewable energy sources over the last few decades. According to reports from S&P Global and Wood Mackenzie dated December 2024, through effective investments and projects, the solar market has achieved more than 2,170 GW of global installed capacity as of 2024, representing a compound annual growth rate of 29% since 2014.

As solar technology has developed, manufacturing costs have declined and performance has improved. Today, solar power, together with enhanced balance of system technology, has among the lowest levelized cost of energy (“LCOE”) of all major energy sources.

In the long term, market growth is expected to continue and even accelerate. According to the May 2024 New Energy Outlook report by BloombergNEF, by 2050, solar technology is expected to represent from 19% (economic transition scenario) to 22% (net zero scenario) of global electricity generation, with a balanced distribution among key regions worldwide—a significant increase compared to its current penetration of approximately 4% of global generation.

We believe the following factors have driven and will continue to drive demand in the global solar power industry, including demand for our products:

•solar generation costs have fallen to the point where solar power is one of the lowest-cost electricity sources on an LCOE basis in certain regions and represents a significant portion of projected electricity capacity in the United States in the next 10 to 15 years;

•renewable energy is one of the most relevant topics and targets of government incentives and policies as a result of increased concerns regarding climate changes;

•solar power is at the center of public discussion, which helps to grow public awareness of its advantages, such as peak energy generation, significantly smaller fuel and supply chain risk, sustainability from an environmental perspective, scalability and reliability;

•structural limitations for fossil fuel supply and issues around energy security increasing the long-term demand for alternative sources of energy; and

•significant secular increase in electricity demand.

We are one of the world’s leading marketers of premium solar technology. We have developed and maintained this leadership position through decades of technological innovation and investment, in addition to the development of sales and distribution channels supplying customers in more than 100 countries on six continents. We own solar cell and panel manufacturing facilities located in Malaysia and Mexico. As part of our broader effort to establish U.S. domestic manufacturing, and due to broader macroeconomic factors, including but not limited to U.S. trade and tariff policy that have made it economically impractical to continue such operations, we are evaluating different options with respect to these facilities which may include the repurposing or sale of our facility in Malaysia and a permanent shutdown of our facilities in Mexico. During fiscal year 2024, 63.0% of our revenue was attributable to the United States, 26.5% to EMEA, 9.2% to Asia Pacific and 1.3% to other markets. We are in the process of restructuring our business portfolio and geographic market focus to concentrate exclusively on the U.S. market.

Our primary products are the Maxeon line of IBC solar cells and panels, and the Performance line of shingled solar cells and panels. We believe the Maxeon line of solar panels are the highest-efficiency solar panels on the market with an aesthetically pleasing design, and the Performance line of solar panels offers a high-value and cost-effective solution. The Maxeon line is primarily targeted at residential and small-scale commercial customers across the globe. The Performance line was initially targeted at the large-scale commercial and utility-scale power plant markets, but has proven to be attractive to our customers in the residential distributed generation (which we refer to as “DG”) markets as well. During fiscal year 2024, 72.8% of our revenue was attributable to products in our Maxeon line and the other 27.2% was attributable to products in our Performance line. 50.2% of our revenue was attributable to DG applications and 49.8% attributable to power plant applications.

Our proprietary technology platforms, including the Maxeon line and Performance line, target distinct market segments, serving both the DG and power plant markets. This ability to address the full market spectrum allows us to benefit from a range of diverse industry drivers and retain a balanced and diversified customer base.

We believe that our Maxeon line of IBC technology stands apart from the competition in key categories which our customers value, including product efficiency, energy yield, reliability, safety and aesthetics. We believe the combination of these characteristics enables the delivery of an unparalleled product and value proposition to our customers. Our Maxeon line products use a unique cell architecture and advanced module materials to deliver approximately 20% more energy in any given amount of roof space over the first 25 years, as compared to conventional front-contact mono-PERC panels, and come with a leading warranty in the industry.

Our Performance line technology is designed to deliver higher performance compared with conventional panels. This is possible due to several patented features and improvements we have employed in our product. Some of the main differentiators from the competition for our shingled design is that in our design, standard mono-PERC cells are interconnected using electrically conductive adhesive instead of soldered metal ribbons. This technique greatly improves long-term durability, increases efficiency from reduced electrical resistance and less inactive white space between cells, and – when combined with novel electrical bussing – improves shade performance. In addition, our Performance line’s robust shingled cells and advanced encapsulant are highly resistant to thermal stresses, humidity, light and temperature-induced degradation and potential-induced degradation.

Since 2020, we introduced an alternating current (“AC”) version of our Maxeon product to the international marketplace. These modules combine a microinverter with the module to create an integrated unit that is ready to connect to the low voltage power grid. These “AC modules” provide significant installation and energy production advantages versus traditional systems and allow us to capture an additional portion of the value of a solar installation. In 2021, we introduced an AC version of our Performance line to compliment the AC version of our Maxeon line. Since the introduction, there has been increasing demand for these AC modules.

We previously manufactured our high efficiency bifacial Performance line solar panels for the United States large-scale commercial and utility-scale power plant markets through conversion of our Malaysia and Mexico facilities in fiscal year 2022. We are evaluating different options with respect to these facilities, which may include the repurposing or sale of our facility in Malaysia and a permanent shutdown of our facilities in Mexico. Given new tariffs and trade barriers applicable to our legacy cell and module manufacturing facilities, we are establishing alternative manufacturing and supply chains. We are also continuing the development of our Albuquerque-based manufacturing facility and have completed early design and layout activities for its initial phase manufacturing. Our plan to develop a U.S. based manufacturing facility is contingent on us securing the necessary funding and other factors beyond our control. The Albuquerque facility is intended to incorporate next-generation technology developed by our Silicon Valley-based R&D team. We continue to prioritize development of our Albuquerque facility as well as identifying additional domestic component vendors to help support diversified manufacturing operations.

In late March 2025, U.S. Customs & Border Protection (“CBP”) informed us that it denied our protests on certain detained shipments of Maxeon 3, Maxeon 6, and Performance 6 solar panels resulting in their continued exclusion. We have commenced a legal action to contest CBP’s decision at the U.S. Court of International Trade, demonstrating that our legacy supply chains are fully compliant with the Uyghur Forced Labor Prevention Act (“UFLPA”). While CBP’s decision implies that future imports of the same products with identical supply chain traceability documentation would likely be denied entry, CBP’s decision does not prevent us from making future imports of the same or different solar products with modified supply chain traceability documentation, as each shipment is evaluated independently. As mentioned above, given new tariffs and trade barriers applicable to Maxeon’s legacy cell and module manufacturing facilities, we are establishing alternative manufacturing and supply chains. These alternative manufacturing facilities and supply chains are not impacted by the CBP decision. For additional information, please see Item 3.D. “Risk Factors—Risks Related to the Maxeon Business—Our Maxeon 3, Maxeon 6 and Performance 6 solar panels continue to be detained and denied entry by U.S. Customs and Border Protection and these detentions, unless resolved, will continue to significantly and adversely affect our business, revenues, margins, results of operations and cash flows.”

As of March 31, 2025, we have unfulfilled bookings to supply our Performance line solar panels for the United States large-scale commercial and utility-scale power plant markets of 1.2 GW and we are in close discussion with the customers on the resolution of these contracts as a result of the denial of our protests by the CBP. In addition, one of our customers has the option, secured with a deposit, to purchase an additional 1.5 GW through 2027.

We believe the following strengths of our business distinguish us from our competitors, enhance our leadership position in our industry and position us to capitalize on the expected continued growth in our market:

•Leading provider of premium solar technology. Our established leadership position in solar technology is grounded with 40 years of experience. Over that time, our solar technology has been awarded over 2,000 patents. We have also made substantial investments in research and development, having invested approximately $676 million since 2007 which is more than any other crystalline panel manufacturer. Together, these factors have allowed us to create differentiated products which have maintained approximately 20% relative lifetime energy density advantage over the industry average solar panel efficiency since 2012.

•Well-positioned to capture growth in the U.S. Market. We believe solar growth will be driven by strong expansion in both DG and power plant applications in the U.S. market. We have strong preexisting power plant customer relationships. We also believe that our technology, with superior efficiency and lower degradation rates, provides significant advantages to customers in the DG markets.

•Unique cutting-edge innovative technology and unmatched investment in research and development, translating into next-generation leading products. Our Maxeon 3 and Maxeon 6 panels have among the highest rated efficiencies of panels currently in commercial production. We also believe that our current technology stands apart from the competition on every meaningful performance metric, including efficiency, energy yield, reliability and aesthetics. Additionally, our Performance line shingled cell technology delivers up to 5% more energy compared to conventional panels, allowing us to achieve a diverse sales base across both DG and the utility power plant markets. Our superior technology has been key to our leadership position. Through efficient, disciplined and business-oriented investments, we were able to develop patent-protected technology which we expect to leverage in our next-generation products. Our next generation panels are expected to achieve an even higher efficiency while allowing for reduced costs given their significantly simplified manufacturing process. We expect this next-generation solar panel to achieve superior performance at reduced costs, unlocking mass market adoption and commercialization through multiple pathways.

•Strategic partnerships with top tier companies worldwide. We seek to have strategic partnerships across the business chain, as exemplified by our relationship with TZE, which provides valuable connections in Asia’s supply chain and distribution channels, as well as research and development collaboration pushing the technological frontier.

•Experienced management team. We have a strong and experienced management team with significant experience in the solar and semiconductor sectors complemented by expertise in technology and product innovation.

Maxeon is strategically restructuring its business portfolio and geographic market focus to effectively leverage our opportunity to innovate new technologies that can lead the industry. By focusing exclusively on the U.S. market, where our market presence and planned local manufacturing footprint can create a strong platform to drive success, we can best meet the solar energy needs of the growing U.S. residential, commercial, and utility power plant markets. Maxeon is transforming its business by strengthening supply chain versatility and resilience, streamlining operations, increasing efficiency, and reducing costs, enabling the Company to effectively and efficiently deliver our premium Back Contact technology, which analysts believe will be the next key technology node for the solar industry. Our primary focus includes:

•Addressing the United States solar market with our cutting edge products. We are strategically restructuring our business portfolio and geographic market focus to concentrate exclusively on the U.S.

market, where our existing presence and planned onshore manufacturing can create a strong platform to drive growth and success.

•Development and Commercialization of our next generation technology. We (and our predecessor company SunPower) have developed a series of innovative IBC product technologies over the past 20 years. We believe that future technologies based on this innovative new cell architecture will offer higher performance levels than our current IBC products. We have entered into a Bilateral Development Services Agreement with an affiliate of TZE to collaborate on the development and commercialization of our next generation Maxeon 8 solar cell technologies.

•Establishing alternative manufacturing and supply chains. In the first half of 2024, we benefited from our strategic partner TZE’s knowledge of and access to the upstream supply markets and distribution channels in Asia and we leveraged access to TZE’s silicon wafers for our Performance line technologies. Given new tariffs and trade barriers applicable to Maxeon’s legacy cell and module manufacturing facilities, we are establishing alternative manufacturing and supply chains. In connection with our plan to develop a U.S. based manufacturing facility, contingent on us securing the necessary funding and other factors beyond our control, we are identifying additional domestic component vendors in the U.S. to help support diversified manufacturing operations.

•Strategic Partnerships and Collaborations. As part of the strategic restructuring of our business and geographic market focus, we intend to pursue further strategic partnerships and collaborations in connection with our plans to develop U.S. based manufacturing as well as our efforts to establish alternative manufacturing and supply chains.

•Expanding our manufacturing footprint into the United States. We have announced plans to build a multi-GW factory in the United States, contingent upon us securing the necessary funding and other factors beyond our control.

The solar power industry manufactures and deploys solar panels and systems across a range of end-use applications. With estimated 2024 annual shipment volumes of 545 GW according to Q4’24 PV Installations Tracker from S&P Global, solar power comprises the largest fraction of newly installed global electric power generation equipment. The two primary application segments are DG, mainly for residential and commercial rooftops systems, and utility-scale for large ground-mounted power generation systems. During 2024, total industry shipment volume mix was approximately 45% DG and 55% utility-scale according to Q4 ‘2024 PV Installations Tracker from S&P Global compiled on December 4, 2024.

The market for electric generation products is heavily influenced by national, state/provincial and local government laws, regulations and policies concerning the electric utility industry globally, as well as policies promulgated by electric utilities. The market for electric generation equipment is also influenced by trade and local content laws, regulations and policies. In addition, on-grid applications depend on access to the grid, which is also regulated by government entities.

Maxeon offers a comprehensive panel portfolio ensuring maximum flexibility to address all customers’ energy needs. Our flagship Maxeon solar panels are the highest efficiency panels available on the market and deliver maximum energy production and unmatched reliability, while providing leading environmental sustainability and aesthetics.

Maxeon panels lead the solar industry in panel efficiency and deliver more savings by generating the most solar energy in a given amount of roof space. Over time, the advantage grows, because Maxeon panels also have the lowest degradation rate in the solar industry. While third party studies show that most standard panels tend to degrade around 0.7% per year, Maxeon panels degrade at a significantly lower rate of 0.2% per year. To translate into real results – that means a Maxeon panel delivers approximately 20% more energy from the same footprint as standard panels over the first 25 years. When combined with our 40-year warranty period for certain products, which is the industry’s longest warranty, that advantage grows to 80% more guaranteed energy over the lifetime of the system. In addition, based on third party reliability validation by PV Evolution Labs, Maxeon panels are one of the top performers. The reliability test subjected solar panels to various weather condition conditions, including but not limited to temperature change, damp heat and wind pressure.

The innovation behind Maxeon panels is protected by patents globally covering cell and panel design, as well as key manufacturing tools and processes. Maxeon panels feature a unique ribbon-less back-contact cell structure utilizing a metal foundation that minimizes the impact of climatic stresses as well as shading and cell cracks. Through this, Maxeon panels produce up to 30% more energy under shaded conditions from the same footprint as standard panels over their first 25 years and are not reliant on a bypass diode in the junction box to prevent hotspots – the cells are intrinsically resistant to the formation of hotspots. When Maxeon back-contact cells are cracked from impacts, the metal foundation maintains electrical connections to any broken sections, maintaining module power. The lower risk is conveyed to our customers through a leading panel warranty which, unlike most conventional warranties, is based on actual field-testing data. The power warranty guarantees no more than 0.25% per year power drop – the lowest rate in the solar industry. Field data shows that only 0.005% or 1 in 20,000 Maxeon panels have been returned under warranty for fiscal year 2024.

Maxeon has pioneered sustainability efforts in solar manufacturing, and our Maxeon panels have been recognized with the prestigious Cradle to Cradle Certified™ designation for DC panels. The Cradle to Cradle designation demonstrates the products' quality based on rankings of material health, material reutilization, renewable energy use, water stewardship, and social fairness. Maxeon discloses its ingredients through the Declare label – available for all Maxeon panels.

Finally, the back-contact cell design of Maxeon panels provides an uncluttered and elegant design aesthetic – with panels available in black and white backsheets. This has made Maxeon panels the panel of choice for architects and designers for decades.

Our Maxeon 6 technology, utilizes a similar design to our Maxeon 3 technology but with larger silicon wafers, further increasing solar cell power.

Our Performance line of solar panels utilizes high efficiency mono-PERC cells to deliver higher reliability and efficiency than conventional panels. With more than 25 GW deployed across more than 80 countries to date, Performance line solar panels are the industry’s most deployed shingled cell panel technology.

The innovation behind Performance line solar panels is protected by patents in the U.S. and foreign jurisdictions covering cell and panel designs, as well as key manufacturing tools and processes. These products utilize a proprietary manufacturing process to assemble conventional silicon solar cells into panels with increased energy yield and reliability compared with conventional panels. Similar to Maxeon panels, the cell interconnects used in conventional panels are designed to provide high reliability. The unique inter-cell bussing is robust under shading and cell cracking stresses, to maximize energy production and lifetime reliability.

Performance line solar panels were produced by HSPV, an Yixing, China based company which is our former joint venture with TZE. On April 26, 2024, we entered into an equity transfer agreement to sell our 16.3% equity stake the joint venture to TZE. HSPV currently has a capacity to supply approximately 18 GW per year of Performance line solar panels. On April 26, 2024, we entered into a new master supply agreement (the “2024 HSPV Master Supply Agreement”), pursuant to which HSPV and its affiliates would exclusively supply us with rooftop size Performance line solar modules that meet certain criteria.

Following the sale of our “rest-of-world” distributed generation business, we are currently not purchasing any Performance line solar modules from HSPV.

We previously delivered Performance line solar panels from our facility in Mexico. As part of our broader effort to establish U.S. domestic manufacturing, and due to broader macroeconomic factors, including but not limited to U.S. trade and tariff policy that have made it economically impractical to continue such operations, we are evaluating different options with respect to these facilities which may include the permanent shutdown of our facilities in Mexico.

We generally provide a 25-year warranty for the solar panels that we manufacture for defects in materials and workmanship and for greater than promised declines in power performance, subject to certain conditions. Effective from January 1, 2022, this has been extended to a 40-year warranty for certain Maxeon line modules in certain countries. Conventional panels generally provide 10-12 years of product warranty coverage, exposing claimants to potential issues making claims after the product warranty has expired; but, before the power warranty has expired. We generally provide a power warranty guaranteeing a certain minimum level of power output over time. Our warranty for Maxeon panels leads the industry with 0.25 percent per year maximum degradation, while our warranty for Performance line panels provides 0.45 percent per year. The warranty provides that we will elect to either (a) repair; (b) replace; or (c) refund the customer based on the computation stipulated in the warranty agreement.

During fiscal year 2024, 63.0% of our revenue was attributable to North America, 26.5% to EMEA, 9.2% to Asia Pacific and 1.3% to other markets. On November 26, 2024, we announced a broad strategic restructuring of the Company’s business portfolio intended to focus our company exclusively on the sales to the U.S. market.

The Maxeon line, which includes our Maxeon 3, Maxeon 6 and will include, our next-generation Maxeon 8 solar panels (which are currently under development), is primarily targeted at residential and commercial customers across the globe. The Performance line was initially targeted at the large-scale commercial and utility-scale power plant markets, but has proven to be attractive to our customers in the DG markets as well.

Please see “Item 5.A. Operating Results—Trends and Uncertainties” for trends and uncertainties information.

We engage in extensive research and development efforts to improve solar cell efficiency and solar panel performance through the enhancement of our existing products, development of new techniques, and reductions in manufacturing cost and complexity. Our research and development group works closely with our manufacturing facilities, equipment suppliers and customers to improve solar cell design and to lower solar cell, solar panel and system product manufacturing and assembly costs. As part of our ongoing cost reduction initiatives, the Company has ceased the research and development function in Singapore in fiscal year 2024 and consolidated the related research and development work to a lab that we established in Silicon Valley in 2022.

In addition, we work closely with our current and potential suppliers of crystalline silicon, a key raw material used in the manufacture of solar cells, to develop specifications that meet our standards and ensure high quality while at the same time controlling costs.

We collaborate with TZE on the research and development of Max 8 technologies pursuant to the Bilateral Development Services Agreement dated February 28, 2025, leveraging personnel and resources in both the Philippines and the United States, to further advance the technology.

In 2024, we operated solar cell manufacturing facilities in the Philippines and Malaysia and solar module assembly facilities in Mexico. In connection with a broad strategic restructuring of our business portfolio intended to focus our company exclusively on sales to the U.S. market, we divested our manufacturing facility in the Philippines through the sale of 100% of our equity interest in SunPower Philippines Manufacturing Ltd to an affiliate of TZE, our controlling shareholder. As part of our broader effort to establish U.S. domestic manufacturing, and due to broader macroeconomic factors, including but not limited to U.S. trade and tariff policy that have made it economically impractical to continue such operations, we are evaluating different options with respect to these facilities which may include the repurposing or sale of our facility in Malaysia and a permanent shutdown of our facilities in Mexico. Given new tariffs and trade barriers applicable to our legacy cell and module manufacturing facilities, we are in the process of establishing alternative manufacturing and supply chains.

In November 13, 2024, we executed a five-year lease for an existing manufacturing facility with capacity of up to 2 GW in Albuquerque, New Mexico. We plan to begin solar panel production at the Albuquerque facility in 2026. We are continuing the development of our Albuquerque-based manufacturing facility and have completed early design and layout activities for its initial phase manufacturing. Our plan to develop a U.S. based manufacturing facility is contingent on us securing the necessary funding and other factors beyond our control. The Albuquerque facility is intended to incorporate next-generation technology developed by our Silicon Valley-based R&D team. We continue to prioritize development of our Albuquerque facility as well as identifying additional domestic component vendors to establish a supply chain for our planned U.S. manufacturing operations.

As of December 31, 2024, we do not have any future purchase obligations under our long-term fixed supply agreements for silicon wafers. See “Note 9. Commitments and Contingencies” for outstanding future purchase commitments.

Given new tariffs and trade barriers applicable to Maxeon’s legacy cell and module manufacturing facilities, the Company is establishing alternative manufacturing and supply chains. In connection with its plans to develop U.S. based manufacturing, contingent on the necessary funding and other factors beyond its control, we are also identifying additional domestic component vendors and intend to pursue further strategic partnerships and collaborations in connection with our plans to develop a U.S.-based supply chain and manufacturing operations. We will continue to comply with UFLPA and demonstrate best in class ESG practices and maintaining the highest standards of transparency. We are recognized as an industry-leading, ethical solar company and we have taken and will continue to take extraordinary measures to ensure a clean and traceable supply chain, free from forced labor.

For more information about risks related to our supply chain and risks related to the Maxeon Business generally, see “Item 3.D. Risk Factors”.

We rely on a combination of patent, copyright, trade secret, trademark, and contractual protections to establish and protect our proprietary rights. We typically require our business partners to enter into confidentiality and non-disclosure agreements before we disclose any sensitive aspects of our solar cells, technology, or business plans. We typically enter into proprietary information agreements with employees, consultants, vendors, customers, and joint venture partners.

We own multiple patents and patent applications that cover aspects of the technology in the solar cells and panels that we currently manufacture and market. We continue to file for and receive new patent rights on a regular basis. The lifetime of a utility patent typically extends for 20 years from the date of filing with the relevant government authority. We assess appropriate opportunities for patent protection of those aspects of our technology, designs, methodologies, and processes that we believe provide significant competitive advantages to us, and for licensing opportunities of new technologies relevant to our business. As of December 31, 2024, we held 2,007 patents and 328 pending patent applications across all jurisdictions including the United States. While patents are an important element of our intellectual property strategy, our business as a whole is not dependent on any one patent or any single pending patent application. We additionally rely on trade secret rights to protect our proprietary information and know-how. We employ proprietary processes and customized equipment in our manufacturing facilities. We therefore require employees and consultants to enter into confidentiality agreements to protect them.

We collaborate with TZE on the research and development of Maxeon 8 Technology pursuant to a Bilateral Development Services Agreement dated February 28, 2025 that we have entered into with TZE. Under the terms of the Bilateral Development Services Agreement, a joint, co-chaired joint management committee (“Management Committee”) is responsible for the strategic alignment and direction with respect to the collaboration. To the extent that new intellectual property is developed by either party during the course of the collaboration, such intellectual property will be jointly owned by both parties in equal share and utilized pursuant to the terms of the Bilateral Development Services Agreement, except as otherwise agreed to in writing by both parties. The parties will work together with any third party interested in utilizing certain assets and the newly developed intellectual property to manufacture Maxeon 7 & Maxeon 8 Technology products or products based on or similar products and achieve reasonable and sustainable arrangements on joint ventures, intellectual property licensing and/or global distributions with such third party. The Bilateral Development Services Agreement has a term of two (2) years from February 28, 2025. For a period of 24 months after termination thereof, the parties will consult with one another on any invention or other achievements conceived or reduced to practice during the term of this agreement to ensure all developed intellectual property is properly documented and, if suitable, corresponding patent applications are filed, pursuant to which both parties will enjoy the same rights, interest and income generated therefrom. For further details of the Bilateral Development Services Agreement, see “Item 7.B. Related Party Transactions - Agreements with TZE - Agreements with TZE Relating to the Sale of Certain Non-U.S. Assets and Subsidiaries”.

When appropriate, we enforce our intellectual property rights against other parties. For more information about risks related to our intellectual property, see “Item 3.D. Risk Factors.”

The market for solar electric power technologies is competitive and continually evolving, resulting in price reductions in the market and reduced margins which may continue and could lead to loss of market share. For example, in the second half of 2023, the global solar panel market experienced an oversupply of products, depressing selling prices and putting downward pressure on profit margins. Our solar power products and systems compete with many competitors in the solar power market, including, but not limited to: Canadian Solar Inc., First Solar Inc., Hanwha QCELLS Corporation, JA Solar Holdings Co., Jinko Solar, LONGi Solar, REC Solar, Risen Energy and Trina Solar Ltd.

In addition, universities, research institutions, and other companies have brought to market alternative technologies, such as thin-film solar technology, which compete with our photovoltaic technology in certain applications. Furthermore, the solar power market in general competes with other energy providers such as electricity produced from conventional fossil fuels supplied by utilities and other sources of renewable energy, including wind, hydro, biomass, solar thermal, and emerging DG technologies such as micro-turbines, sterling engines and fuel cells.

In the large-scale on-grid solar power systems market, we face direct competition from a number of companies, including those that manufacture, distribute, or install solar power systems as well as construction companies that have expanded into the renewable sector. In addition, we will occasionally compete with DG equipment suppliers.

We believe that the key competitive factors in the market for solar power systems include:

•total system price;

•LCOE evaluation;

•customer cost of energy evaluation;

•sunlight to electricity conversion efficiency and energy yield;

•aesthetic appearance of solar panels and systems;

•interface with standard mounting systems;

•strength of distribution relationships;

•commercial payment terms;

•established sales channels to customers;

•timeliness of new product introductions; and

•warranty protection, quality, and customer service.

If we are able to successfully restructure our business as described herein, we believe that we can compete favorably with respect to each of these elements, although we may be at a disadvantage in comparison to larger companies with broader product lines, greater technical service and support capabilities, and financial resources.

See “Item 5.A. Operating Results” for more details regarding the seasonality of our businesses.

Different public policy mechanisms have been used by governments to accelerate the adoption and use of solar power. Examples of customer-focused financial mechanisms include capital cost rebates, performance-based incentives, feed-in tariffs, tax credits, renewable portfolio standards, net metering, and carbon regulations. Some of these government mandates and economic incentives are scheduled to be reduced or to expire, or could be eliminated altogether. Capital cost rebates provide funds to customers based on the cost and size of a customer’s solar power system. Performance-based incentives provide funding to a customer based on the energy produced by their solar power system. Feed-in tariffs pay customers for solar power system generation based on energy produced, at a rate generally guaranteed for a period of time. Tax credits reduce a customer’s taxes at the time the taxes are due. Renewable portfolio standards mandate that a certain percentage of electricity delivered to customers come from eligible renewable energy resources. Net metering allows customers to deliver to the electric grid any excess electricity produced by their on-site solar power systems, and to be credited for that excess electricity at or near the full retail price of electricity. Carbon regulations, including cap-and-trade and carbon pricing programs, increase the cost of fossil fuels, which release climate-altering carbon dioxide and other greenhouse gas emissions during combustion.

In addition to the mechanisms described above, it should be noted the United Nations has adopted Sustainable Development Goals (“SDGs”), which are being promoted by governments, corporations and civil society. Achieving several of the SDGs requires mass adoption of clean energy by 2030 and this is driving government policies. In Europe, for instance, the European Commission has harmonized its target date with the SDGs and mandated that its member states adopt integrated national climate and energy plans aimed at increasing their renewable energy targets to be achieved by 2030. At the latest United Nations Climate Change Conference (COP28) in 2023, the parties agreed to accelerate the reduction of emissions and transition away from fossil fuels by 2030.

These developments could benefit the deployment of solar.

We use, generate, and discharge toxic, volatile, or otherwise hazardous chemicals and wastes in our research and development, manufacturing, and construction activities. We are subject to a variety of laws and regulations related to the purchase, storage, use, and disposal of hazardous materials in jurisdictions where we operate. We believe that we have all environmental permits necessary to conduct our business and expect to obtain all necessary environmental permits for future activities. We believe that we have properly handled our hazardous materials and wastes and have appropriately remediated any contamination at any of our premises. For more information about risks related to environmental regulations, see “Item 3.D. Risk Factors.”

We are a party to various litigation matters and claims that arise from time to time in the ordinary course of our business. For more information regarding legal proceedings involving the Company, see “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

4.C. ORGANIZATIONAL STRUCTURE

Following the Spin-off, we became a separate, standalone company independent of SunPower. SunPower does not retain any ownership interest in us. See “Item 4.A. History and Development of the Company” for additional information.

The Company underwent a series of restructuring transactions in fiscal year 2024 that resulted in TZE, through

its subsidiary TZE SG (as defined herein), becoming our controlling shareholder on August 30, 2024. TZE is an

affiliate of TCL Technology Group (“TCL”), a China-based diversified global technology leader in display and solar-grade green silicon materials, TCL is also a renowned worldwide brand in consumer electronics and smart sustainable homes. TCL holds an aggregate indirect and direct shareholding interest in TZE of 29.91% as of December 31, 2024. For additional information about our transactions and affiliation with TZE, see “Item 7.B. Related Party

Transactions.”

Following the November 26, 2024 announcement of a broad strategic restructuring of the Company’s business

portfolio intended to focus the Company exclusively on sales to the U.S. market, on February 28, 2025, and March 31, 2025, the Company completed two transactions pursuant to which the Company divested its operations in the country of the Philippines and the sale of the “rest-of-the-world” distributed generation business. For more information regarding these transactions, see “Item 4.A. History and Development of the Company— Significant Acquisitions, Dispositions and other Events.”

Below is a list of our significant subsidiaries as of December 31, 2024:

(1) On February 2025, 100% of the Company’s equity interest in SunPower Philippines Manufacturing Ltd. and SunPower Energy Solutions France SAS was acquired by subsidiaries of TZE, our controlling shareholder. See “Item 4.A. History and Development of the Company— Significant Acquisitions, Dispositions and other Events” for additional information.

4.D. PROPERTY, PLANTS AND EQUIPMENT

Our corporate headquarters is located in Singapore. The principal office for our international operations, which is also our registered office, is located in Singapore.

For a description of our manufacturing facilities and recent divestitures and closures thereof, see “Item 4.B.

Manufacturing and Supplies—Manufacturing.”

The following table sets forth our most significant facilities as of December 31, 2024:

(1)    This is no longer one of our facilities. On March 31, 2025, the Company’s “rest-of-the-world” direct

generation business was acquired by a subsidiary of TZE, our controlling shareholder. See “Item 4.A.

History and Development of the Company— Significant Acquisitions, Dispositions and other Events” for

additional information.

(2) As part of our broader effort to establish U.S. domestic manufacturing, and due to broader macroeconomic factors, including but not limited to U.S. trade and tariff policy that have made it economically impractical to continue such operations, we are evaluating different options with respect to these facilities which may include the repurposing or sale of our facility in Malaysia and a permanent shutdown of our facilities in Mexico.

(3) This is no longer one of our facilities. On February 28, 2025, 100% of the Company’s equity interest in certain non-U.S. subsidiaries of the Company was acquired by a subsidiary of TZE, our controlling shareholder. See “Item 4.A. History and Development of the Company— Significant Acquisitions, Dispositions and other Events” for additional information.

(4) As part of our efforts to centralize the research and development function in the Silicon Valley, we have ceased the activities at this facility. Subsequent to December 31, 2024, we have found an independent party to take over the remaining lease of this premise.

In 2023, we had entered into a purchase agreement with MDS Investments LLC (“MDS”) for the purchase of approximately 160 acres of land in Albuquerque, New Mexico (the “New Mexico Agreement”) which we have since reassessed following our entry into a National Security Agreement with the Department of Defense, Department of Energy and Department of the Treasury as monitoring agencies on behalf of Committee on Foreign Investment in the United States, under which we agreed to comply with certain conditions, including certain notification and annual reporting requirements, as well as limitations on the acquisition of property interests. As of December 31, 2023, the Company has recorded $0.9 million relating to the deposits for the purchase of the Albuquerque land in “Other long-term assets” in our Consolidated Balance Sheets.    In November 2024, the Company and TZE entered into a National Security Agreement (“NSA”) with the Department of Defense, Department of Energy and Department of the Treasury as monitoring agencies on behalf of CFIUS, pursuant to which the Company is subject to compliance with certain conditions, including certain notification and annual reporting requirements, as well as limitations on the acquisition of property interests. Consequently, such deposit has been written off and recorded in “Other, net” in the Consolidated Statements of Operation.

On November 13, 2024, we have executed a five-year lease for an existing manufacturing facility with capacity of up to 2 GW in Albuquerque, New Mexico. On March 28, 2025, we entered into an amendment to the lease to revise the timeline for certain owner-completed construction activities, some of which are now underway. We plan to begin solar panel production at the Albuquerque facility in 2026. We are continuing the development of our Albuquerque-based manufacturing facility and have completed early design and layout activities for its initial phase manufacturing. Our plan to develop a U.S. based manufacturing facility, contingent on us securing the necessary funding and other factors beyond our control. The Albuquerque facility is intended to incorporate next-generation technology developed by our Silicon Valley-based R&D team. We continue to prioritize development of our Albuquerque facility as well as identifying additional domestic component vendors to help support diversified manufacturing operations.

We believe that we have satisfactory title to our plants and facilities in accordance with standards generally accepted in our industry. We believe that all of our current production facilities are in good operating condition.

For information concerning our material plans to the facilities, see “Item 4.A. History and Development of the Company—Principal Capital Expenditures”.

We integrate core values of ESG into our business strategy to protect the environment, to add value to the business, manage risk and enhance our reputation. As a leader in the solar industry, we believe that setting a high standard for the entire solar industry is essential in protecting the environment and setting a high standard for the rights of workers. We intend to make a meaningful and positive impact on the environment, for the communities we serve, the energy industry, our stakeholders (including our workers) and beyond. Our sustainability approach is grounded in our purpose of Powering Positive Change. In 2025, we were honored to be ranked among the top 50 of the Corporate Knights Top 100 Most Sustainable Corporations 2024. Our ranking moved up from 44 to 22 globally and we ranked No. 1 in Singapore. We released our third Modern Slavery Statement, Circular Economy Policy and released our fourth annual Sustainability Report with new reporting climate-related risks and opportunities disclosures aligned to Task Force on Climate-related Financial Disclosures (“TCFD”), which is available on our website at https://www.maxeon.com/, prepared in accordance to the Global Reporting Initiative (“GRI”) Sustainability Reporting Standards, Core option, aligned to the Sustainability Accounting Standards Board (“SASB”), Singapore Exchange (“SGX”) Sustainability Reporting requirement, the United Nations Sustainable Development Goals and TCFD.

These reports are available on our website but the information contained in these reports on or accessible through our website does not form part of this annual report.

Our ESG strategy centers around three main pillars, namely environmental, social and governance, across 14 key material topics divided across each of these three pillars that were identified in an assessment conducted among our stakeholders.

As a testament to our commitment to producing solar panels that are as sustainable as the energy they produce, our SunPower Maxeon solar panels have been Cradle to Cradle certified since 2014, and received the certified Silver designation for our Maxeon 3, Maxeon 6 and Maxeon 7 panels sold in the United States as X-Series, M-Series and A-Series, respectively. Our P-Series P6 and P7 panels were also certified as Cradle to Cradle at the Bronze level. These certifications are a globally recognized measure of product sustainability from the Cradle to Cradle Products Innovation Institute. To achieve the certification, products are assessed across five categories: material health, material reutilization, renewable energy and carbon management, water stewardship, and social fairness. The certification recognizes products that are creating a positive impact on the environment and society by promoting a circular economy through their design and manufacturing.

We also recognize the importance of reducing our operational carbon footprint and strive to lower our own energy consumption, greenhouse gas (“GHG”) emissions, water consumption and waste. The following are some examples of our environmental ESG efforts:

•Managing our carbon footprint: . We design our products with energy consumption and emissions in mind, as evidenced through our innovative next-generation Maxeon 7 IBC solar panel with a conversion rate of 24.1%. We are also committed to managing our carbon footprint throughout our value chain, working collaboratively with suppliers, distribution partners and customers to drive holistic results across the lifecycle of our products and our operations. For instance, our ‘Supplier Sustainability Guidelines’ which require our suppliers to actively work to reduce the consumption of natural resources, including material such as polysilicon, and include sustainability criteria to track such supplier’s environmental impact.

•Creating a circular economy: Through our environmental sustainability initiatives in energy, water and waste management, we seek to move from a linear economy to a circular economy approach across our operations and to support the efforts of our customers to do the same. In December 2023, our Singapore HQ office was awarded Leadership in Energy and Environmental Design (“LEED”) Gold certification. This certification recognized our commitment to align design and product decision with LEED standards, to demonstrate our commitment to sustainability through the selection, design and construction of our new office. Our circular economy practices are set forth in the document “Powering a Circular Economy: Sustainable Manufacturing & Recycling” which is available at corp.maxeon.com/esgpolicies.

The safety and well-being of our employees is paramount. Occupational health and safety is embedded in our day-to-day operations, from the product design stage through the review stage. For 2024, we reported zero work related fatalities and a total recordable incident rate of 0.00.

We are committed to human rights and fair labor practices which we implement through various internal policies and processes. Our Global Human Rights Policy sets standards for our global business conduct related to human rights and labor for employees, suppliers and any other business partners. Likewise, our Conflicts Minerals Policy sets forth our policy of avoiding the use of conflict minerals.

Maxeon understands the importance of supporting the communities where we live and work. We believe access to healthy environmental conditions is a fundamental human right. We aim to help correct inequities through our Maxeon Gives program which we launched in 2022. We also partnered with non-profits and government agencies on corporate social responsibility programmes globally to contribute back to the communities.

Furthermore, we believe in inclusion in our workforce and the communities we serve as reflected in our zero-tolerance policy towards all forms of discrimination and harassment in the workplace, which is available on our hiring statement under our sustainability report which stipulates that employment decisions are made on merit. The information contained on or accessible through our website does not form part of this annual report.

We believe that good governance is essential to creating and preserving value for our customers, shareholders and     other stakeholders. This includes a sound approach to corporate governance that complies with all applicable laws, rules, regulations and policies as well as adherence to our values. We have an extensive set of corporate governance policies that include a Global Anti-Corruption Compliance Policy, an Insider Trading Policy, a Whistleblower Policy, a Global Human Rights Policy, a Modern Slavery Statement and a Conflict Minerals Policy as well as our Code of Ethics and Business Conduct.

We have established a governance structure to drive ESG strategies, initiatives and performance. Our ESG progress is supervised by our executive leadership team and further governed by our Nominating and Corporate Governance Committee, which consists of two independent directors and one director appointed by our controlling shareholder, TZE. As we strive towards remaining abreast of macro ESG trends, opportunities and risks, our Chief Legal & Sustainability Officer provides quarterly updates and presentations to the Committee on global ESG shifts, as well as our own ESG initiatives and progress. Maxeon has embedded sustainability into its company culture.

We also strive to maintain the integrity of our products and services. We have a Quality Policy which sets standards with regard to product quality and reliability. In addition to implementing comprehensive quality management systems, we provide our customers with a long-term warranty. Our research and development facilities are certified to internationally recognized standards, such as ISO 9001:2015 Quality Management System, ISO45001: 2018 Occupational Safety and Health Management System and ISO14001: 2015 Environmental Management System.

We are subject to laws and regulations concerning the environment, safety matters, regulation of chemicals and product safety in the countries where we manufacture and sell our products or otherwise operate our business. As a result, we have established internal policies and standards that aid our operations in systematically identifying relevant hazards, assessing and mitigating risks and communicating risk information. These internal policies and standards are in place to ensure our operations comply with relevant environmental, health and safety laws and regulations. In addition,we conduct periodic audits of our operations. The potential risks we identify are integrated into our business planning, including investments in reducing safety and health risks to our associates and reducing our impact on the environment. We have also dedicated resources to monitor legislative and regulatory developments and emerging issues to anticipate future requirements and undertake policy advocacy when strategically relevant.

A notable part of our commitment to sustainable development and operations is our commitment to transparent reporting of ESG performance indicators, as we recognize the importance of this information to investors, lenders and others in understanding how we assess sustainability information and evaluate risks and opportunities. We have published an annual sustainability report (the “Sustainability Report”) prepared in accordance to the GRI Sustainability Reporting Standards, Core option, aligned to the SASB, SGX Sustainability Reporting requirement and the United Nations SDGs, which includes our strategy, key performance indicators and achievements. We have also adopted the Task Force on Climate-Related Financial Disclosures (“TCFD”) standards to further our sustainability performance, promote transparency and acknowledge the climate-related impacts associated with our organisation and its business and began our TCFD reporting in 2022. Our historical sustainability reports are available on our website at https://www.maxeon.com/ under the heading “ESG and Sustainability”.

Nothing on our website, including our Sustainability Report, Eligible Green Expenditures Progress Report, Green Bond Framework, Modern Slavery Statement and/or sections thereof, is deemed incorporated by reference into this Form 20-F.

5.A. OPERATING RESULTS

This operating and financial review should be read together with the section captioned “Item 4.B. Business Overview” and the consolidated financial statements of Maxeon and the related notes to those statements included elsewhere in this Form 20-F. Among other things, those financial statements include more detailed information regarding the basis of preparation for the following information. The consolidated financial statements of Maxeon have been prepared in accordance with GAAP. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” and elsewhere in this Form 20-F, our actual results may differ materially from those anticipated in these forward-looking statements. Please see discussion under “Special Note About Forward-Looking Statements” in this Form 20-F.

The discussion and analysis of the financial condition and results of operations of certain items for the fiscal year ended January 1, 2023, and year-to-year comparison between fiscal year ended December 31, 2023, and January 1, 2023, that are not included in this Form 20-F can be found in “Item 5. Operating And Financial Review And Prospects” of our Form 20-F for the fiscal year ended December 31, 2023 filed on May 30, 2024, which is incorporated by reference herein.

We manufacture and supply solar cells and panels, and have begun bundling adjacent products such as microinverters, to resellers and commercial and residential end customers. We sell our solar panels primarily to dealers, project developers, system integrators and distributors, and recognize revenue at a point in time when control of such products transfers to the customer, which generally occurs upon shipment or delivery depending on the terms of the contracts with the customer. There are no rights of return. Other than standard warranty obligations, there are no significant post-shipment obligations (including installation, training or customer acceptance clauses) with any of our customers that could have an impact on revenue recognition. Our revenue recognition policy is consistent across all geographic areas. See “Note 5. Revenue from Contracts with Customers” to our consolidated financial statements.

During fiscal years 2024 and 2023, we had sales of $31.4 million and $206.0 million, respectively, to SunPower representing the sale of solar modules to SunPower pursuant to the 2022/2023 Supply Agreement. The 2022/2023 Supply Agreement, was amended on January 5, 2023 to increase minimum product volumes, update the pricing of IBC Modules for 2023 and extend exclusivity provisions that prohibit us from selling Maxeon 6 IBC Modules to anyone other than SunPower for use in the Domestic Territory until December 31, 2023. The pricing of our modules sold to SunPower was fixed for 2022 and 2023, based on the power output (in watts) of the IBC Module, but the pricing was updated to reflect current market trends. Additionally, either party had the right to terminate undelivered volumes of Maxeon 6 IBC Modules during 2023 if the parties failed to reach an agreement adjusting pricing in the event of fluctuations in cost of polysilicon above a specified threshold. On November 13, 2023, pursuant to the SunPower Settlement Agreement entered into between the Company and SunPower, the parties, amongst other matters, agreed to certain amended product orders and deliveries under the 2022/2023 Supply Agreement, which product deliveries took place in accordance with the volumes and schedule set out in the SunPower Settlement Agreement on a take-or-pay basis, at which time upon the performance of all related obligations thereunder, the 2022/2023 Supply Agreement would also terminate. The 2022/2023 Supply Agreement ended on December 31, 2023.

Apart from the termination of the 2022/2023 Supply Agreement and 2024/2025 Supply Agreement in accordance with the terms of the SunPower Settlement Agreement, we have agreed with SunPower on our obligation related to certain warranty claims.

On top of this, we have been released (i) from the obligation to supply certain of its products exclusively to SunPower since March 31, 2024, and (ii) from the non-circumvention obligations under the 2022/2023 Supply Agreement since January 1, 2024. The SunPower Settlement Agreement also contemplated the issuance of warrants to purchase shares of SunPower’s ordinary shares on January 1, 2024, which warrants will be exercisable in the period beginning 135 days from the warrant issuance date, through 2025, and the mutual release of claims arising from the SunPower Supply Agreements (each as defined under “Note 3. Transactions with SunPower and TotalEnergies.”), subject to the terms and conditions set forth in the SunPower Settlement Agreement. On August 5, 2024, SunPower filed a voluntary petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. The warrants were rejected as part of the bankruptcy proceedings but limited impact is expected as any shares to be issued on exercise of the warrants have nominal value in light of SunPower’s bankruptcy filing. While we do not know how SunPower’s bankruptcy filing will ultimately affect the other terms of the SunPower Settlement Agreement, Maxeon’s delivery obligations under the SunPower Settlement Agreement have been satisfied.

For further information, see “Note 3. Transactions with SunPower and TotalEnergies” to our consolidated financial statements included elsewhere in this Form 20-F.

Refer to “Note 1. Background and Basis of Presentation” to our consolidated financial statements included elsewhere in this Form 20-F for the basis of presentation.

Our business is subject to industry-specific seasonal fluctuations including changes in weather patterns and economic incentives that are based on tax credits, among other factors, that drive demand throughout the year. We have historically reflected these seasonal trends with the largest percentage of total revenues realized during the last two quarters of a fiscal year. Beginning on the third quarter of fiscal year 2023, we faced various industry factors and economic conditions that affected the demand, including increased competition and over-supply as compared to demand. The impact was prominent in the global DG markets and this trend continued into the fourth quarter of fiscal year 2024 and into 2025. Following the acquisition of certain assets from CSLR in October of 2023, we are now able to tap onto another US DG sales channel with established customer base and in 2024, we engaged in expanding our US DG sales channels. The detentions and subsequent denial of entry of our products by the U.S. CBP have also affected demand for our products as we have faced challenges procuring inventory to meet demand in the U.S.. For more information, please see Item 3.D. “Risk Factors – Risks Related to Our Business –Our Maxeon 3, Maxeon 6 and Performance 6 solar panels continue to be detained and denied entry by U.S. Customs and Border Protection and these detentions, unless resolved, will continue to significantly and adversely affect our business, revenues, margins, results of operations and cash flows.”

Volatility in the applied trade and tariff policy of the United States has created market challenges and opportunity at the same time, for us, and our supplier and customer bases, since the beginning of 2018. Safeguard tariffs imposed in February 2018 pursuant to Section 201 of the Trade Act of 1974 had significant market effects during the five ensuing years. While a technology-based exclusion for IBC products muted the impact on us, our solar products based on other technologies were and remain subject to the safeguard tariffs. The safeguard measure was extended in February 2022 for an additional four-year period. Bifacial cells and modules were initially subject to the safeguard measure, then excluded, then re-covered, then re-excluded pursuant to a November 2021 U.S. Court of International Trade Decision, and on January 14, 2022, the Biden Administration filed a notice of appeal against the decision before the U.S. Court of Appeals for the Federal Circuit. Proclamation 10339 definitively excluded bifacial panels from the safeguard measure with effect from February 7, 2022; that exclusion remains in effect today but is expected to be removed by the President of the U.S. with the result that bifacial modules would face tariffs for some or all of the measure’s remaining 20 months. Proclamation 10339 also directed the U.S. Trade Representative (“USTR”) to negotiate with Mexico and Canada with a view to exempting them; negotiations have concluded successfully with Canada but have not yet produced a result for Mexico. During the same timeframe, tariffs imposed on goods of PRC origin pursuant to Section 301 of the Trade Act of 1974 significantly affected trade in solar power system components and finished products. The Section 301 tariffs remain in force and have no specified expiration date.

During 2021, a distinct set of challenges arose for the U.S. solar market as a result of a “withhold release order” (“WRO”) imposed pursuant to Section 307 of the Tariff Act of 1930 on products whose upstream silicon materials are sourced, or suspected of being sourced, from Hoshine Silicon Industry Co. Ltd. and its affiliates. The basis for this WRO was a finding that Hoshine and its affiliates utilize and benefit from forced labor in China’s Xinjiang Province. U.S. Customs and Border Protection detained numerous incoming shipments of silica-based products (including PV solar modules) at ports of entry and subjected importers to a lengthy and arduous process of proving that no forced labor was involved at the furthest upstream stages of their supply chains. In response, some companies altogether stopped trying to ship solar products to the United States; at a number of under-construction U.S. solar projects, expected module deliveries did not materialize. The WRO remains in force and has been expanded legislatively via the Uyghur Forced Labor Prevention Act (“UFLPA”), signed into law on December 23, 2021, which establishes a presumption that all goods processed in Xinjiang Province utilize forced labor and are therefore ineligible for entry into the U.S. market. Given Xinjiang Province’s major role in global production of polysilicon and upstream silica materials such as MGSi, and given China’s current pre-eminence as a location for polysilicon ingoting and wafering, these developments necessitate and are triggering a significant re-configuration of many manufacturers’ supply chains for the U.S. market.

These regulatory disruptions—on top of longstanding anti-dumping and countervailing duties on Chinese and Taiwanese solar cells and modules—have resulted and may continue to result in a wide range of impacts to the U.S. solar industry, global manufacturing market and our business, including market volatility, price fluctuations, and demand suppression.

Aside from the effects on our suppliers, customers, partners, and projects, we did not incur tariff charges for fiscal years 2024 and 2023.

Given new tariffs and trade barriers applicable to Maxeon’s legacy cell and module manufacturing facilities, the Company is establishing alternative manufacturing and supply chains. In connection with its plans to develop U.S. based manufacturing, contingent on the necessary funding and other factors beyond its control, we are also identifying additional domestic component vendors to help support diversified manufacturing operations. We intend to pursue further strategic partnerships and collaborations in connection with our plans to develop U.S. based manufacturing as well as our efforts to establish alternative manufacturing and supply chains. We will continue to comply with UFLPA and demonstrate best in class ESG practices and maintaining the highest standards of transparency. We are recognized as an industry-leading, ethical solar company and we have taken and will continue to take extraordinary measures to ensure a clean and traceable supply chain, free from forced labor.

For more information about our purchase commitments and obligations, see “Item 5.B Liquidity and Capital Resources— Material Cash Requirements” and “Note 9. Commitments and Contingencies” to our consolidated financial statements included elsewhere in this Form 20-F.

For a further discussion of trends, uncertainties and other factors that could impact our operating results, see the section entitled “Risk Factors” included elsewhere in this Form 20-F.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our audited consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting estimates are those that reflect significant judgments or uncertainties, and which could potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting estimates.

Due to the macro-economic trends such as the continued heightened geopolitical tensions and the ongoing war in Ukraine and the Israel-Hamas-Iran conflict, there has been continued uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require updates to our estimates and judgments or require us to revise the carrying value of our assets or liabilities as of the date of issuance of this Form 20-F. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

There were no other significant changes in our critical accounting estimates during fiscal year 2024 compared to the prior period.

The following paragraphs describe the significant estimates and assumptions applied by management in the preparation of the consolidated financial statements.

Inventories are accounted for at approximate costs determined on a first-in-first-out basis and are valued at the lower of cost and net realizable value. Excess and obsolete inventory is written down to its estimated net realizable value if less than cost. The determination of the net realizable value associated with the eventual disposition of inventory involves significant judgments that consider a number of factors affected by market and economic conditions outside of the Group’s control. In particular, the significant assumptions applied are sensitive to the expected demand which is developed based on our analysis of bookings, sales backlog, sales pipeline, market forecast, and competitive intelligence. In addition, expected demand by geography has changed historically due to changes in the availability and size of government mandates and economic incentives. We do not expect that there will be material change in future on estimates or assumptions that we used to record inventory at the lower of cost and net realizable value. However, if estimates or assumptions change based on unforeseen manner, we may be exposed to losses that could be material.

We evaluate our long-lived assets, including property, plant and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances arise. This evaluation includes consideration of technology obsolescence that may indicate that the carrying value of such assets may not be recoverable. The assessments require significant judgment in determining whether such events or changes have occurred. Factors considered important that could result in an impairment review include significant changes in the manner of use of a long-lived asset or in its physical condition, a significant adverse change in the business climate or economic trends that could affect the value of a long-lived asset, significant under-performance relative to expected historical or projected future operating results, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Furthermore, the evaluation requires an estimates on the valuation assumption including future cash flows, economic useful lives of the long-lived assets.

We have recorded impairment charges of $101.4 million as a result of the exit activity in connection to the different options we are evaluating with respect to these facilities, which may include the repurposing or sale of our facility in Malaysia and a permanent shutdown of our facilities in Mexico. In addition, we have also recorded impairment charges of $55.2 million for the Philippines manufacturing facility and the Mexico Maxeon line module manufacturing facility as a result of the change of business plan.

We generally provide a 25-year standard warranty for the solar panels that we manufacture for defects in materials and workmanship and for greater than promised declines in power performance. Effective from January 1, 2022, this has been extended to a 40-year standard warranty for certain Maxeon line modules in certain countries.

We maintain reserves to cover the expected costs that could result from these warranties. Our expected costs are generally in the form of product replacement or repair. Warranty reserves are based on our best estimate of such costs and based on various factors including historical warranty claims, results of accelerated lab testing, field monitoring, vendor reliability estimates, and data on industry averages for similar products. The estimates are updated periodically based on data returned from the field and actual cost to fulfil our product warranty obligation. Due to the potential for variability in these underlying factors which is dependent on external factors such as environmental conditions, materials replacement cost or other factors, the difference between our estimated costs and our actual costs could be material to our consolidated financial statements. Historically, warranty costs have been within our expectations. In fiscal year 2024, the Company recorded $7.5 million in warranty benefit from change in estimate, of which $2.2 million related to revision pursuant to reassessment of associated cost of the warranty obligation under the SunPower Settlement Agreement as a result of SunPower’s bankruptcy announced in August 2024 and $5.3 million related to improved failure rates, claims during the year and lower sales in FY24. The impact on net loss is $7.5 million and related reduction to basic and diluted net loss per share for fiscal year 2024 was $1.17.

The Company is subjected to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate determination is uncertain during the course of business. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized which depends on the ability to generate sufficient taxable income in the related jurisdiction in the future. In evaluating our ability to recover our deferred tax assets, we consider the available evidence, including the accumulated losses, timing and amount of reversal of taxable temporary differences.

The Company records accruals for uncertain tax positions when the Company believes that it is not more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

Our independent registered public accounting firm has rendered an unqualified opinion including an explanatory paragraph reflecting substantial doubt about our ability to continue as a going concern. The audited consolidated financial statements contained in this Annual Report on Form 20-F have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company identified that a substantial doubt exists if the Company is able to meet its obligations as they become due within 12 months of the date of the financial statements being issued. Principal conditions that gave rise to the substantial doubt include, the Company historically incurring net losses as indicated in the Company’s accumulated deficit of $1.4 billion at December 31, 2024 including the impact of its net loss of $614.6 million for the year ended December 31, 2024 and a working capital deficiency of approximately $72.5 million at December 31, 2024. Management evaluated the principal conditions that initially give rise to the substantial doubt and notes that the historical net losses and accumulated deficit impact are primarily made up of (i) the detention of our imports of solar panels into the U.S. since July 2024 by the U.S. Customs and Border Protection to inspect compliance with the Uyghur Forced Labor Prevention Act, (ii) the termination of our supply agreements with SunPower, who was previously our largest customer, and (iii) an overall economic environment in the solar panel industry characterized by demand slow-downs, oversupply and price reductions. Total debt of $352.3 million on the balance sheet as of December 31, 2024 includes $307.0 million of notes payable to the Company’s controlling shareholder, TZE, who has a significant ownership percentage in the Company which provides potential incentive for TZE to extend or refinance such debt before the notes become due, as such notes have historically been extended and refinanced (see “Note 11. Debt and Credit Sources”). Management plans include, without limitation, (i) taking various steps to reduce our operating costs, and (ii) restructuring our outstanding trade payables.In order to achieve these plans, management has i) liquidated assets and will continue to liquidate assets that are not in line with its forward looking strategy such as the sale of its “rest-of-the-world” direct generation business, and ii) renegotiated the terms with suppliers and customers such as the renegotiation with TZE on the push out of payment of trade payables up to June 30, 2026 and delaying the commencement of effective date of the financial covenants to September 30, 2026. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. See “Note 2. Summary of Significant Accounting Policies” for additional information.

We recognize revenue from the sale of solar panels and related solar system components, primarily to dealers, system integrators and distributors, and in some cases on a multi-year, firm commitment basis. For a discussion of how and when we recognize revenue, see “Note 2. Summary of significant accounting policies – Revenue Recognition.”

We generally recognize our cost of revenue in the same period that we recognize related revenue. Cost of revenue includes actual cost of material, labor and manufacturing overhead incurred for revenue-producing units shipped. Cost of revenue also includes associated warranty costs and other costs. The cost of solar panels is the single largest cost element in our cost of revenue. Our cost of solar panels consists primarily of: (i) polysilicon, silicon ingots and wafers used in the production of solar cells, (ii) other materials and chemicals including glass, frame, and backing, and (iii) direct labor costs and assembly costs. Other factors that contribute to our cost of revenue include salaries and personnel-related costs, depreciation, facilities related charges, freight, as well as charges related to sales of raw materials inventory and write-downs.

Our gross (loss) profit is affected by a number of factors, including average selling prices for our solar power components, our product mix, our actual manufacturing costs, the utilization rate of our solar cell manufacturing facilities, inventory net realizable value charges, warranty cost, and actual overhead costs. In fiscal year 2024 and 2023, gross profit includes write-down of inventories and inventory related costs in connection to the various restructuring plans is $4.9 million and $24.3 million, respectively.

Our research and development activities are undertaken by our team in Silicon Valley in our research and development lab established in fiscal year 2022. Research and development expense consists of salaries and related personnel costs, overheads for the labs and equipment, and the cost of solar panel materials, various prototyping materials, and services used for the development and testing of products. Research and development expense is reported inclusive of payments made under collaborative arrangements. Please refer to “Note 3. Transactions with SunPower and TotalEnergies” to our consolidated financial statements included elsewhere in this Form 20-F.

Sales, general and administrative expense consists primarily of salaries and related personnel costs, professional fees, bad debt expenses, and other selling and marketing expenses.

Restructuring expense of $116.2 million and $125.5 million in fiscal year 2024 and 2023, respectively consists of mainly costs associated with the Company’s September 2024 Restructuring Plan and September 2023 Restructuring Plan that was approved to rebalance our global operations to create efficiencies, improving cash flows and improve our product execution in alignment with our strategy. Restructuring charges are primarily comprised of impairment, cost of disposal and retirement of long-lived assets, including right of use assets, contract termination cost for capital expenditure, severance and benefits. See “Note 8. Restructuring” to our consolidated financial statements included elsewhere in this Form 20-F.

Interest expense primarily relates to the Notes and other financing activities.

Other, net includes primarily remeasurement of the Prepaid Forward associated with our Green Convertible Notes, gains or losses on foreign exchange derivative instruments and interest income.

Deferred tax assets and liabilities are recognized for temporary differences between financial statement and income tax bases of assets and liabilities. Valuation allowances are provided against deferred tax assets when management cannot conclude that it is more likely than not that some portion or all deferred tax assets will be realized.

Until we sold our equity interest in SPML, we benefitted from a preferential tax rate of 5% in the Philippines in accordance with our registration with the PEZA. We also benefit from a tax holiday granted by the Malaysian government to our former joint venture AUO SunPower Sdn. Bhd. (now our wholly owned subsidiary, SunPower Malaysia Manufacturing Sdn. Bhd.) subject to certain hiring, capital spending, and manufacturing requirements. The full tax exemption for the third and final five-year tranche of this incentive was reinstated in fiscal year 2023, subject to meeting certain conditions, and will expire on June 30, 2026. Our Swiss entity, SunPower Systems Sarl is subject to the statutory tax rate after the 2019 Switzerland tax reform that eliminated the auxiliary company designation starting fiscal year 2020. For additional information see “Note 2. Summary of Significant Accounting Policies” and “Note 13. Income Taxes” to our consolidated financial statements included elsewhere in this Form 20-F.

To combat tax avoidance, the Base Erosion and Profit Shifting (“BEPS”) project was created in 2013, being an initiative of the G20 (Group of twenty countries with the largest economies) together with the OECD, aimed at implementing 15 measures to improve the coherence of international tax rules and to minimize abusing of tax norms that result in erosion of the tax base. BEPS 2.0 is intended to address tax issues related to changes in business models in a globalized environment and targeted at multinational companies with an annual global turnover exceeding EUR 750 million, aiming to implement a balance in the global tax collection of these companies by introducing a minimum effective global rate of 15% for each jurisdiction that the multinational group operates.

Starting in 2024, BEPS 2.0 come into effect in various countries and there are transition rules (Safe Harbor) which simplifies the calculation of the effective rate per jurisdiction to facilitate the adaptation for the affected group. Maxeon jurisdictions affected by BEPS 2.0 in 2024 are Switzerland, Italy, Germany, Spain, United Kingdom, Belgium, France, Netherlands, Australia and South Africa. Based on evaluation of countries affected by BEPS 2.0, the Company does not foresee additional top-up tax as a result of BEPS 2.0.

In the first quarter of 2025, we completed the sale of our equity interests in SPML and related assets located within the Philippines, as well as our “rest-of-world” distributed generation business. The sale of SPML was effected via a tax efficient jurisdiction and no income tax is expected to arise from this disposal. For the sale of our “rest-of-world” distributed generation business, in relation to the Mexican legal entity that was part of that transaction, we have estimated that tax of approximately $0.3 million may be payable under local regulations. Other than this, we do not expect any material income tax to arise from the sale of “rest-of-the-world” distributed generation business due to a combination of loss on disposal for certain entities, sufficient tax allowance availability by certain disposer and exemption from tax given capital nature of the transaction. Prior tax benefits are attached to certain of the legal entities sold as part of the ROW distributed generation business and continues to be retained in the respective entities post-disposal.

Equity in losses of unconsolidated investees represents our reportable share of losses generated from entities in which we own an equity interest accounted for under the equity method. On April 26, 2024, the Company, through its subsidiary, SunPower Manufacturing Corporation Limited, entered into an equity transfer agreement with Zhonghuan Hong Kong Holding Limited, a subsidiary of TZE, Maxeon’s largest shareholder, for the sale of all of the Company’s minority interest (approximately 16.27%) in HSPV, a joint venture established by SunPower Corporation, TZE and other former partner in 2016. See “Note 10. Equity Investments” to our consolidated financial statements included elsewhere in this Form 20-F.

We determined that we hold controlling interests in certain less-than-wholly owned entities and have fully consolidated these entities as a result. Noncontrolling interests represent the portion of net assets in these consolidated subsidiaries that are not attributable, directly or indirectly, to us. Net loss (income) attributable to the noncontrolling interests represent the portion of our net loss (income) allocated to the noncontrolling interests.

Set forth below is a discussion of our results of operations for the periods indicated and the summary of selected financial results derived from our consolidated financial statements and related notes appearing elsewhere in this Form 20-F:

During fiscal year 2024, we recognized revenue of $509.0 million from sales of modules and components with shipments of 1,407MW, of which $31.4 million, or 6.2% of total revenue, represented sales of solar modules to SunPower. During fiscal year 2023, we recognized revenue from sales of modules and components of $1,123.1 million with shipments of 2,862MW, of which $206.0 million, or 18.3% of total revenue, represented sales of solar modules to SunPower. For fiscal year 2024, we had one customer that accounted for more than 10% of revenue. For fiscal year 2023, except for revenue transactions with SunPower, we had one other customer that accounted for more than 10% of revenue. The decrease of $614.1 million in revenue as compared to fiscal year 2023 was primarily due to the detention of Maxeon’s imports of solar modules into the U.S. since July 2024 by the U.S. Customs & Border Patrol (“CBP”) to inspect compliance with the Uyghur Forced Labor Prevention Act (“UFLPA”). This has prevented the Company from fulfilling orders to the U.S., which has been one of our largest markets. This was further exacerbated by the voluntary termination of the supply agreements with SunPower. In addition to this, the industry-wide demand slowdown in the global DG business, primarily driven by lower volume and lower selling prices, particularly in Europe, as a result of over-supply in the market which led to downward pressure on selling prices also contributed to the overall reduction in revenue.

Cost of revenue was $758.5 million in fiscal year 2024. The decrease of $286.5 million in cost of revenue compared to fiscal year 2023 was primarily due to lower shipments driven by lower demand.

This was partially offset by high manufacturing overhead mainly coming from higher inventory write-down to net realizable value and higher excess capacity costs attributable to the idling of our manufacturing facilities as a result of the end of life of certain technology.

Cost of revenue was $1,045.0 million in fiscal year 2023 and includes reversal of warranty provisions amounting to $11.9 million in connection with the SunPower Settlement Agreement and revision of accounting estimates. It also includes inventory impairment and other inventory-related costs of $24.3 million in connection to the September 2023 Restructuring Plan.

(1)Revenue included under “Rest of the world” comprise of countries that are individually less than 10% for the periods presented.

Revenues are attributed to U.S. and international geographies primarily based on the destination of the shipments. The decrease in sales attributed to the U.S by 50.3% or $324.5 million compared to fiscal year 2023 was mainly due to decrease in sales for the utility-scale business as a result of the detentions of our products by the U.S. CBP and lower sales to SunPower of $31.4 million for fiscal year 2024 as compared to $206.0 million for fiscal year 2023.

						Fiscal Year Ended
						December 31, 2024						December 31, 2023
(In thousands)
Operating expenses:
Research and development						$	37,550					$	45,703
Sales, general and administrative						173,523						126,167
Restructuring charges						116,154						125,450
Total operating expenses						$	327,227					$	297,320

Research and development expenses were $37.6 million in fiscal year 2024, primarily associated with expenditures for the development of our Maxeon 7 and Maxeon 8 cell and panel technology, comprised primarily of compensation expense (including stock-based compensation) of $20.4 million, as well as facilities expense of $5.4 million, research and development materials of $1.6 million, expenses for leased equipment of $0.8 million, external services of $2.4 million and depreciation and amortization expense of $1.6 million. The decrease in research and development expenses of $8.2 million as compared to fiscal year 2023 is mainly due to lower research and development personnel and non-recurrence of discretionary expense which resulted in lower compensation charges of $4.2 million, lower facilities expense of $0.7 million, lower research and development materials of $0.6 million and external services of $0.6 million.

Research and development expenses were $45.7 million in fiscal year 2023, primarily associated with expenditures on our Maxeon 6 and Maxeon 7 cell and panel technology, comprised primarily of compensation expense (including stock-based compensation) of $27.3 million, as well as facilities expense of $6.1 million, expenses for leased equipment of $1.3 million, research and development materials of $2.2 million, external consulting of $3.1 million and depreciation and amortization expense of $1.7 million. Included in these expenses is $1.9 million related to the Product Collaboration Agreement with SunPower. Please refer to “Note 3. Transactions with SunPower and TotalEnergies” to our consolidated financial statements included elsewhere in this Form 20-F.

Sales, General and Administrative Expenses

Sales, general and administrative expenses were $173.5 million in fiscal year 2024 and were comprised primarily of $79.6 million of compensation expenses (including stock-based compensation) and $48.1 million of professional fees and outside services, as well as $12.1 million of expected credit loss provision of SunPower’s receivables, $9.9 million of equipment-related expenses, $4.3 million of insurance expenses, $3.4 million of facilities related costs including rent, utilities and maintenance, and $3.1 million of depreciation expense. The increase of sales, general and administrative expenses of $47.4 million as compared to 2023 is primarily driven by higher compensation expenses of $16.6 million due to merit increase and also higher stock-based compensation as a result of accelerated vesting, higher professional fees and outside services of $19.6 million for legal and consulting related services, higher expected credit loss provision of $12.1 million and write-off of goodwill and customer relationships of $2.2 million

Sales, general and administrative expenses were $126.2 million in fiscal year 2023 and comprised primarily of $63.1 million of compensation expenses (including stock-based compensation), $28.4 million of professional fees and outside services, $4.2 million of insurance expenses, $9.7 million of equipment related expenses, $3.5 million of facilities related costs including rent, utilities and maintenance, and $2.2 million of depreciation expense. Included in these expenses is a net credit of $0.1 million related to the transition services agreement with SunPower.

Restructuring expense for fiscal year 2024 was $116.2 million. The majority of the cost relates to our September 2024 Restructuring Plan which affected the Company’s global operations. The charges incurred are in connection to impairment, cost of disposal and retirement of long-lived assets, including right of use assets, contract termination cost for capital expenditure and severance and benefits.. Restructuring expense was $125.5 million in fiscal year 2023. The majority of the cost relates to our September 2023 restructuring plan.

See “Note 8. Restructuring” to the consolidated financial statements for further information regarding our restructuring plans.

Of the total $45.4 million in interest expense incurred during fiscal year 2024, $12.2 million relates to the Green Convertible Notes due 2025, $21.1 million relates to the Existing 1L Notes and $11.1 million relates to the New 1L Notes. The remaining interest expense relates to the Company’s other outstanding debt arrangements.

Of the total $42.4 million in interest expense incurred during fiscal year 2023, $16.4 million relates to the Green Convertible Notes due 2025, $19.0 million relates to the Existing 1L Notes and $2.1 million relates to interest expense on significant financing component on prepayments received. The remaining interest expense relates to the Company’s other outstanding debt arrangements.

Other, net for fiscal year 2024 primarily comprised of write-off of capital expenditure and deferred financing cost of $21.6 million, a $16.0 million loss on the remeasurement of Prepaid Forward associated with the Green Convertible Notes, goodwill impairment of 7.9 million and a 5.0 million loss on the remeasurement of warrants, offset by gain on sale of our equity interest in Huansheng Photovoltaic (Jiangsu) Co., Ltd ("HSPV") of $24.1 million, $11.4 million of income from sale of intellectual property and foreign exchange gain of $4.7 million.

Other, net for fiscal year 2023 primarily comprised of $18.4 million loss on remeasurement of the Prepaid Forward associated with the Green Convertible Notes and loss of $2.7 million on derivative instruments.

In fiscal year 2024, our income tax expense of $18.0 million was primarily due to tax expenses arises from our margin guaranteed jurisdiction and certain provisions made on our incentivized operation.

In fiscal year 2023, our income tax credit of $0.6 million was primarily due to the reversal of deferred tax expenses arising from the reinstatement of our tax incentive in Malaysia in 2023, offset against the tax expense of jurisdictions that were profitable.

The decrease of $2.8 million in equity in losses of unconsolidated investee was primarily due to the limit of the share of losses under equity method to the total cost of investment under ASC 323. HSPV was our joint-venture with TZE until April 26, 2024 when we entered into an equity transfer agreement to divest all of our equity interest through a sale to TZE.

For the fiscal years 2024 and 2023, we attributed $0.3 million of net loss and $0.1 million of net income, respectively, to noncontrolling interests. The lower net income attributable to noncontrolling interests was a result of less profitable operations from our consolidated investee during fiscal year 2024.

We present certain non-GAAP measures such as non-GAAP gross profit (loss), non-GAAP operating expenses and earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted for stock-based compensation, loss related to settlement of price escalation dispute, restructuring charges and fees, remeasurement (loss) gain on prepaid forward and physical delivery forward, and equity in losses of unconsolidated investees (“Adjusted EBITDA”) to supplement our consolidated financial results presented in accordance with GAAP. Non-GAAP gross profit (loss) is defined as gross profit (loss) excluding stock-based compensation, restructuring charges and fees, and loss related to settlement of price escalation dispute. Non-GAAP operating expenses is defined as operating expenses excluding stock-based compensation and restructuring charges and fees.

We believe that non-GAAP gross profit (loss), non-GAAP operating expenses and Adjusted EBITDA provide greater transparency into management’s view and assessment of the Company’s ongoing operating performance by removing items management believes are not representative of our continuing operations and may distort our longer-term operating trends. We believe these measures are useful to help enhance the comparability of our results of operations across different reporting periods on a consistent basis and with our competitors, distinct from items that are infrequent or not associated with the Company’s core operations as presented above. We also use these non-GAAP measures internally to assess our business, financial performance and current and historical results, as well as for strategic decision-making and forecasting future results. Given our use of non-GAAP measures, we believe that these measures may be important to investors in understanding our operating results as seen through the eyes of management. These non-GAAP measures are neither prepared in accordance with GAAP nor are they intended to be a replacement for GAAP financial data, should be reviewed together with GAAP measures and may be different from non-GAAP measures used by other companies.

Each of the non-GAAP financial measures excludes one or more of the following items in arriving to the non-GAAP measures:

•Stock-based compensation expense. Stock-based compensation relates primarily to equity incentive awards. Stock-based compensation is a non-cash expense that is dependent on market forces that are difficult to predict and is excluded from non-GAAP gross profit (loss), non-GAAP operating expense and Adjusted EBITDA. Management believes that this adjustment for stock-based compensation expense provides investors with a basis to measure our core performance, including the ability to compare our performance with the performance of other companies, without the period-to-period variability created by stock-based compensation.

•Provision for expected credit losses. This relates to the expected credit loss in relation to the financial assets under the Separation and Distribution Agreement dated November 8, 2019 (the “SDA”) entered into with SunPower Corporation (“SunPower”) in connection with the Company's spin-off from SunPower. Such loss is excluded from non-GAAP operating expense and Adjusted EBITDA as this relates to SunPower's business, which Maxeon did not and will not have economic benefits to, as the Company's involvement is solely through SunPower's now-terminated indemnification obligations set forth in the SDA. We have recorded the expected credit loss as a result of SunPower’s Chapter 11 bankruptcy filing due to our expectation that SunPower will not meet its prior indemnification obligations to us under the SDA. As such, management believes that this is not part of core operating activity and it is appropriate to exclude the provision for expected credit losses from our non-GAAP financial measures as it is not reflective of ongoing operating results nor do these charges contribute to a meaningful evaluation of our past operating performance.

•Restructuring charges and fees. We incur restructuring charges, inventory impairment and other inventory related costs associated with the re-engineering of our IBC capacity, and fees related to reorganization plans and business acquisition aimed towards realigning resources consistent with our global strategy and improving its overall operating efficiency and cost structure. Restructuring charges and fees are excluded from non-GAAP gross profit (loss), non-GAAP operating expenses and Adjusted EBITDA because they are not considered core operating activities. Although we have engaged in restructuring activities and initiatives, past activities have been discrete events based on unique sets of business objectives. As such, management believes that it is appropriate to exclude restructuring charges and fees from our non-GAAP financial measures as they are not reflective of ongoing operating results nor do these charges contribute to a meaningful evaluation of our past operating performance.

•Remeasurement loss on prepaid forward and physical delivery forward. This relates to the mark-to-market fair value remeasurement of privately negotiated prepaid forward and physical delivery transactions. The transactions were entered into in connection with the issuance on July 17, 2020 of the 6.50% Green Convertible Senior Notes due 2025 for an aggregate principal amount of $200.0 million. The prepaid forward is remeasured to fair value at the end of each reporting period, with changes in fair value booked in earnings. The fair value of the prepaid forward is primarily affected by the Company's share price. The physical delivery forward was remeasured to fair value at the end of the Note Valuation Period on September 29, 2020, and was reclassified to equity after remeasurement, and will not be subsequently remeasured. The fair value of the physical delivery forward was primarily affected by the Company’s share price. The remeasurement loss (gain) on prepaid forward and physical delivery forward is excluded from Adjusted EBITDA because it is not considered core operating activities. As such, management believes that it is appropriate to exclude the mark-to-market adjustments from our Adjusted EBITDA as it is not reflective of ongoing operating results nor do the loss contribute to a meaningful evaluation of our past operating performance.

•Remeasurement loss on warrants. This relates to the mark-to-market fair value remeasurement of exchange warrants and investor warrants. The transactions were entered into in connection with the exchange of 99.25% of the 2025 Notes with aggregate notional amount of $200 million and the 9.00% Convertible First Lien Senior Secured Notes due 2029 of $97.5 million, both entered on June 20, 2024. The investor warrants were remeasured to fair value prior to them being exercised and were reclassified to equity, and will not be subsequently remeasured. The exchange warrants were remeasured to fair value on September 12, 2024, and were reclassified to equity after on such date, and will not be subsequently remeasured. The fair value of the warrants was primarily affected by the Company’s share price. The remeasurement loss on warrants is excluded from Adjusted EBITDA because it is not considered a core operating activity. As such, management believes that it is appropriate to exclude the mark-to-market adjustments from our Adjusted EBITDA as it is not reflective of ongoing operating results nor do the loss contribute to a meaningful evaluation of our past operating performance.

•Equity in losses of unconsolidated investees and related gains. This relates to the loss on our former unconsolidated equity investment in HSPV and gains on such investment on divestment. This is excluded from our Adjusted EBITDA financial measure as it is non-cash in nature and not reflective of our core operational performance. As such, management believes that it is appropriate to exclude such charges as they do not contribute to a meaningful evaluation of our performance.

•Gain on extinguishment of debt. This relates to the gain that arose from the substantial modification in June 2024 of our Green Convertible Senior Notes due 2025 (the “Green Convertible Notes”) and First Lien Senior Secured Convertible Notes due 2027, offset by the loss as a result of early redemption by the noteholders of the remaining Green Convertible Notes who has not opted for the exchange. Gain on debt extinguishment is excluded from Adjusted EBITDA because it is not considered part of core operating activities. Such activities are discrete events based on unique sets of business objectives. As such, management believes that it is appropriate to exclude the gain on extinguishment of debt from our non-GAAP financial measures as it is not reflective of ongoing operating results nor do these charges contribute to a meaningful evaluation of our past operating performance.

(1)For fiscal year ended December 31, 2024, $4.9 million of inventory write-down and related charges connected to the evaluation of a permanent shutdown for our Performance line manufacturing capacity and re-engineering of our IBC manufacturing capacity as further described in footnote (2)

(2)For fiscal year ended December 31, 2024, $116.2 million related to cost associated with rebalancing our global operations and associated exit activities in connection to our IBC and Performance line manufacturing operations. Of this amount, $101.4 million related to impairment of long-lived assets and $19.9 million related to the global reduction in force, including severance payment and advisory fees. The above was offset with net gain of $9.0 million related to contract termination cost as part of the negotiation with vendor .

5.B. LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2024, we had unrestricted cash and cash equivalents of $28.9 million, restricted cash of $2.1 million as compared to $190.2 million of unrestricted cash and cash equivalents and $5.3 million of restricted cash as of December 31, 2023.

Our primary sources of liquidity are cash generated from operations, customer advances in connection with certain of our supply agreements, financing obtained through equity issuance, convertible debt issuances and a revolving credit facility. Additionally, in the fourth quarter of fiscal year 2024 and in the first quarter of fiscal

year 2025, we have engaged in a series of transactions with TZE relating to the disposition of certain assets and

subsidiaries of the Company as part of our effort to focus on the U.S. market. See “Item 4.A. History and Development of the Company— Significant Acquisitions, Dispositions and other Events” with respect to our

dispositions and refer to “Note 5. Revenue from contracts with customers” to our consolidated financial statements for more details on the amortization of the customer advances. The Company has also pledged certain equipment assets and inventory to serve as collateral for some of these advances from customers. See also “Note 11. Debt and Credit Sources” and “Note 14. Ordinary Shares” to our consolidated financial statements for more details on the debt and equity financings.

A summary of the sources and uses of cash, cash equivalents, restricted cash and restricted cash equivalents is as follows:

Net cash used in operating activities in fiscal year 2024 was $270.2 million and was primarily driven by net loss of $614.6 million and an unfavorable change in working capital of $70.3 million. This was offset by (i) non-cash charges of $361.3 million related to impairment of property, plant and equipment, depreciation and amortization, stock-based compensation, excess or obsolete inventories and other non-cash charges; (ii) $12.8 million non-cash interest expense primarily attributable to amortization of stock lending fees and accretion associated with the Green Convertible Notes/2L Notes, Existing 1L Notes and New 1L Notes; and (iii) non-cash remeasurement loss on Prepaid Forward of $16.1 million.

The unfavorable working capital movement arose from a net utilization of $168.1 million of contract liabilities, mainly from advance collections from customers for certain sale contracts, a decrease of $7.6 million in accounts payable and other accrued liabilities due to timing of settlement of invoices, an increase in inventories of $50.1 million, driven primarily by the detention of certain of our products by the U.S. Customs & Border Protection beginning in July 2024, increase in accounts receivables of $42.6 million, primarily attributable to billing and collection cycles. These are partially offset by a decrease in prepaid expenses and other assets of $0.9 million.

Net cash used in operating activities in fiscal year 2023 was $254.3 million and was primarily driven by net loss of $275.7 million and an unfavorable change in working capital of $171.6 million. This was offset by (i) non-cash charges of $162.2 million related to depreciation and amortization, stock-based compensation and other non-cash charges; (ii) a $9.1 million non-cash interest expense primarily attributable to amortization of stock lending fees and accretion associated with the Green Convertible Notes and Existing 1L Notes; (iii) non-cash equity in losses of unconsolidated investee of $2.8 million; and (iv) non-cash remeasurement loss on Prepaid Forward of $18.4 million.

The unfavorable working capital movement arose from a net utilization of $55.1 million of contract liabilities, mainly from advance collections from customers for certain sale contracts, a decrease in accounts payable and other accrued liabilities of $97.7 million due to timing of settlement of invoices, an increase in inventories of $43.5 million, increase in accounts receivables of $8.3 million, primarily attributable to billing and collection cycles. These are partially offset by a decrease in prepaid expenses and other assets of $29.7 million.

Net cash used in investing activities in fiscal year 2024 was $25.2 million. This is primarily due to $52.1 million of capital expenditures. This was partially offset by (i) the proceeds from sale of equity interest in our former joint venture of $24.0 million, (ii) net redemption of short-term securities amounting to $1.3 million and (iii) proceeds from asset held for sale of $0.5 million.

Net cash provided by investing activities in fiscal year 2023 was $13.9 million, which was primarily due to net redemption of short-term securities amounting to $76.0 million and proceeds from asset held for sale of $6.0 million, which is partially offset by capital expenditures amounting to $67.5 million.

See “Item 4.A. History and Development of the Company— Significant Acquisitions, Dispositions and other

Events” and “Item 4.A. History and Development of the Company – Principal Capital Expenditures” and for more information.

Net cash provided by financing activities in fiscal year 2024 was $141.2 million. The significant cash activities were the proceeds from the issuance of the ordinary shares of $96.4 million and issuance of the Existing 1L Notes of $70.1 million offset by net debt repayment of $23.3 million. The gross inflows and outflows for the year were $217.8 million and $74.6 million respectively.

Net cash provided by financing activities in fiscal year 2023 was $168.0 million. The significant cash activities were the proceeds from the issuance of the ordinary shares of $193.5 million, offset by net debt repayment of $25.0 million. The gross inflows and outflows for the year were $389.1 million and $221.2 million respectively.

As of December 31, 2024 and December 31, 2023, our outstanding debt was $352.3 million and $433.6 million, respectively.

We expect total capital expenditures ranging from $7 million to $11 million in fiscal year 2025. As of December 31, 2024, we had $4.4 million committed to capital expenditures through the issuance of purchase orders. The capital expenditures mainly relate to our planned investments in our next generation Maxeon 8 technology and certain regular updates to our IT infrastructure.

Inflationary price increases impacting the cost of raw materials, manufacturing equipment, labor, electricity, and logistics services have had and could continue to have the effect of increasing our capital requirements. Additionally, shortages and shipping delays may require us to expend additional working capital to accumulate more buffer stocks of raw materials, semi-finished or finished goods.

Additionally, from time-to-time, we are required to provide financial and performance assurance to third parties and in connection with such obligations we procure letters of credit, bank guarantees, and surety bonds. The additional debt supporting these instruments results in increased expenses, collateralization and would likely impose new restrictive covenants.

In addition, management has renegotiated the payment terms with our largest shareholder, TZE, for deferral of the outstanding trade payables of not more than $21.7 million up to June 30, 2026. On top of this, TZE has agreed to push out the commencement date of the financial covenants of the New 1L Notes to begin on September 30, 2026 and explore arrangements to bear the associated cost of the development of future technology. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and additionally, is prepared to take additional steps as and when necessary to renegotiate with suppliers and customers to restructure its liabilities. In aggregate, while there can be no assurances that the Company will be able to execute all its plans, specifically those involving external stakeholders, management believes that the funding plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Accordingly, we have prepared the consolidated financial statements on the going concern basis. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and additionally, is prepared to take additional steps as and when necessary to renegotiate with suppliers and customers to restructure its liabilities. In aggregate, while there can be no assurances that the Company will be able to execute all its plans, specifically those involving external stakeholders, management believes that the funding plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Accordingly, we have prepared the consolidated financial statements on the going concern basis.

The current economic environment and market conditions could limit our ability to raise capital on acceptable terms or at all, and lenders may be unwilling to lend funds on acceptable terms or at all in the amounts that would be required to supplement cash flows to support our funding needs. The sale of additional equity or convertible debt securities would result in dilution to our stockholders and additional debt would also result in increased expenses, collateralization and would likely impose new restrictive covenants.

The Company will continue to pursue opportunities to seek additional funding from time to time to fund capital expenditures and to better position it for execution on its strategy and to weather the challenges facing the industry. However, the Company can make no assurance that it will be able to successfully obtain additional financing.

In addition to pursuing financing opportunities, whilst we re-build our manufacturing capabilities as part of our restructuring efforts and re-orient our business to the U.S. market, we continue to focus on improving our overall liquidity by assessing and evaluating different options that may be available to us, such as reducing discretionary capital expenditures, selling existing inventories which remain with the Company to third parties while balancing the liquidity considerations and maximizing the returns from such sales, liquidating certain investments, evaluating additional restructuring plans or strategic options and renegotiating for more favorable payment terms with customers and vendors. From time to time, we evaluate our staffing levels in response to changes in our business needs and demand for our products in order to manage costs and improve performance which may result in restructuring of our workforce and associated costs. Given the dynamic nature of the markets we operate in, the volatility in the capital markets, the current status of our business, ongoing restructuring efforts, uncertain inflationary environment, changing tariff policies and a prolonged period of high interest rates, supply chain challenges, as well as the worldwide uncertainty created by ongoing wars and conflicts, we currently lack the visibility to reasonably quantify our expected long-term capital requirements and our ability to fully meet our short and long-term liquidity needs. Our short and long-term liquidity needs would be further negatively impacted if the macro conditions set forth above worsen or last a sustained period of time. See also Item 3.D. “Risk Factors - Risks Related to Our Liquidity - We may be unable to obtain access to external financing necessary to make adequate capital expenditures necessary to restructure our business, improve our profitability and remain competitive”

Our liquidity is subject to various risks including the risks identified in Item 3.D. “Risk Factors” and market risks identified in “Item 11. Quantitative and Qualitative Disclosures about Market Risk”.

Due to the complexity and uncertainty associated with our tax positions, we cannot make a reasonably reliable estimate of the period in which cash settlement will be made for our liabilities associated with uncertain tax positions in other long-term liabilities. As of December 31, 2024 and December 31, 2023, the liabilities associated with uncertain tax position was $11.6 million and $5.5 million, included within “Other long-term liabilities” in our Consolidated Balance Sheets, respectively. The long-term unrecognized tax benefits are not expected to be paid within the next twelve months.

Maxeon’s reporting and functional currency is the U.S. dollar for most entities. Generally, we minimize the foreign currency exposure and its gains and losses with natural matching of inflows and outflows. In addition, we use hedging strategies including consolidated balance sheet hedge with foreign currency forwards contract and participating forwards in order to mitigate foreign currency risk other than the functional currency.

Our exposure to movements in foreign currency exchange rates is primarily related to sales to European customers that are denominated in Euros. Revenue generated from these European customers represented 22% and 34% of our total revenue in fiscal years 2024 and 2023, respectively. A 10% change in the Euro exchange rate would have impacted our revenue by approximately $11.3 million and $37.8 million in fiscal years 2024 and 2023, respectively.

In the past, we have experienced an adverse impact on our revenue, gross margin and profitability as a result of foreign currency fluctuations. When foreign currencies appreciate against the U.S. dollar, inventories and expenses denominated in foreign currencies become more expensive. An increase in the value of the U.S. dollar relative to foreign currencies could make our solar power products more expensive for international customers, thus potentially leading to a reduction in demand, our sales and profitability. Furthermore, many of our competitors are foreign companies that could benefit from such a currency fluctuation, making it more difficult for us to compete with those companies.

As at December 31, 2024, we had de-designated all outstanding cash flow hedge forward contracts as a result of the recent divestments of certain entities.

We conduct hedging activities which involve the use of forward currency contracts that are designed to hedge our balance sheet exposure to changes in the foreign exchange rate between the U.S. dollar and other currencies although these contracts are not designated as hedging instruments. As at December 31, 2024 and December 31, 2023, we had outstanding forward currency contracts with aggregate notional values of $12.0 million and $26.3 million, respectively.

We have certain financial and derivative instruments that subject us to credit risk. These consist primarily of cash and cash equivalents, restricted cash and cash equivalents, short-term securities, investments, accounts receivable and advances to suppliers, and derivative financial instruments. We are exposed to credit losses in the event of nonperformance by the counterparties to our financial and derivative instruments. Our investment policy requires cash and cash equivalents, restricted cash and cash equivalents, and investments to be placed with high-quality financial institutions and limits the amount of credit risk from any one issuer. We additionally perform ongoing credit evaluations of our customers’ financial condition whenever deemed necessary and generally do not require collateral.

We enter into foreign currency derivative contracts with high-quality financial institutions and limit the amount of credit exposure to any single counterparty. As of December 31, 2024, the foreign currency derivative contracts are limited to a time period of 9 months or less.. We regularly evaluate the credit standing of our counterparty financial institutions.

We are exposed to interest rate risk because many of our customers depend on debt financing to purchase our solar power systems. An increase in interest rates could make it difficult for our customers to obtain the financing necessary to purchase our solar power systems on favorable terms, or at all, and thus lower demand for our solar power products, reduce revenue and adversely impact our operating results. An increase in interest rates could lower a customer’s return on investment in a system or make alternative investments more attractive relative to solar power systems, which, in each case, could cause our customers to seek alternative investments that promise higher returns or demand higher returns from our solar power systems, thereby reducing gross margin and adversely impacting our operating results. This risk is significant to our business because our sales model is highly sensitive to interest rate fluctuations and the availability of credit, and would be adversely affected by increases in interest rates or liquidity constraints.

We do not believe that an immediate 10% increase in interest rates would have a material effect on our financial statements under potential future borrowings. In addition, lower interest rates would have an adverse impact on our interest income. Due to the relatively short-term nature of our investment portfolio, we do not believe that an immediate 10% decrease in interest rates would have a material effect on the fair market value of our money market funds. Since we believe we have the ability to liquidate substantially all of this portfolio, we do not expect our operating results or cash flows to be materially affected to any significant degree by a sudden change in market interest rates on our investment portfolio.

As of December 31, 2024 and December 31, 2023, investments of $4.0 million for both period, are accounted for using the measurement alternative method.

These strategic equity investments in third parties are subject to risk of changes in market value and could result in realized impairment losses. We generally do not attempt to reduce or eliminate our market exposure in equity investments. We monitor these investments for impairment and record reductions in the carrying values when necessary. Circumstances that indicate an other-than-temporary decline include the valuation ascribed to the issuing company in subsequent financing rounds, decreases in quoted market prices and declines in operations of the issuer. There can be no assurance that our equity investments will not face risks of loss in the future.

See “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”

5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Our research and development spending totaled $37.6 million and $45.7 million for the fiscal years 2024 and 2023, respectively. As described in the “Risk Factors” section and elsewhere in this Form 20-F, government regulations and policies can make developing or marketing new technologies expensive or uncertain due to various restrictions on trade and technology transfers. See “Item 3.D. Risk Factors.” For further information on our research and development policies and additional product information, see “Item 4.B. Business Overview.”

5.D. TREND INFORMATION

Please see “Item 5.A. Operating Results—Trends and Uncertainties” and “Item 4.B. Business Overview—Our Markets” for trend information.

5.E. CRITICAL ACCOUNTING ESTIMATES

Please see “Item 5.A. Operating Results—Critical Accounting Policies and Significant Estimates” for critical accounting estimates information.

6.A. DIRECTORS AND SENIOR MANAGEMENT

Our Constitution provides that, subject to the regulations of Maxeon contained in the Constitution for the time being in force, the minimum number of directors is two and the maximum number is ten. We may vary the maximum number of directors by ordinary resolution from time to time. In accordance with the terms of the Shareholders Agreement, dated August 26, 2020 (as amended and restated on August 30, 2024, the “Shareholders

Agreement”), the Maxeon Board consists of ten directors, including five TZE designees, four independent directors and Maxeon’s Chief Executive Officer. Under the Shareholders Agreement, TZE has the right to cause the Company to reduce the number of directors to nine, consisting of five TZE designees, three independent directors, and our Chief Executive Officer. TZE temporarily waived such right on January 26, 2025 and reserves the right to notify the Company when TZE intends to exercise its rights under the Shareholders Agreement to effect the board reduction. For more information, see “Item 6.C. Board Practices— Composition of the Maxeon Board.”

George Guo is our Chief Executive Officer. Before joining Maxeon, he served as Advisor to the Chairman of TCL Group on strategic issues including corporate strategy, product positioning and go-to-market, supply chain and operation management. Prior to that, Mr. Guo served as CEO for TCL Communications, and brings nearly 40 years of experience and an exceptional track record of technology leadership, scale-up and high-volume manufacturing, driving growth in multiple technology business segments. Mr. Guo’s career includes leadership roles at IBM’s Santa Teresa Lab, serving as CTO and head of R&D for Zhaodaola Internet, and several executive roles at TCL Communications. Mr. Guo holds a B.S. in Computer Science from the University of Electronic Science and Technology of China, an M.S. in Bioengineering from Columbia University, an M.S. in Engineering-Economic Systems and Operations Research from Stanford University, and a Ph.D. in Management Science and Engineering from Stanford University.

Kris Sennesael serves as an independent director on Maxeon’s Board of Directors, Chairman of the Audit Committee of our Board (the “Audit Committee”), member of the Nominating and Corporate Governance Committee and member of the Coordination Committee. Kris Sennesael is currently the Senior Vice President and Chief Financial Officer of Skyworks Solutions, an innovator of high performance analog semiconductors. Previously, Mr. Sennesael served as Chief Financial Officer for Enphase Energy, a semiconductor-based renewable energy solutions provider, from September 2012 to August 2016. Earlier, he served as Chief Financial Officer for Standard Microsystems Corporation, a global fabless semiconductor company, from January 2009 to August 2012, prior to which he held financial positions at ON Semiconductor, AMI Semiconductor, and Alcatel Microelectronics. Mr. Sennesael graduated from the University of Ghent, Belgium, with a Bachelor of Economics and Master of Economics, and from the Vlerick Management School with a Master in Business Administration.

Donald Colvin serves as an independent director and Chairman of Maxeon’s Board, Chairman of the Compensation Committee and member of the Audit Committee. Mr. Colvin also serves as an independent director and chairman of the audit committee for Viavi Solutions and Agilysys. Mr. Colvin has served on other boards throughout his career, including as an independent director on the audit committee for Applied Micro Circuits Corporation and Isola and an advisory board member for Conexant Systems. Mr. Colvin was interim Chief Financial Officer for Isola during 2015 and 2016, appointed by their board to restructure the company, and prior to this was Chief Financial Officer of Caesars Entertainment Corporation from November 2012 to January 2015. Mr. Colvin has also served as Chief Financial Officer for ON Semiconductor Corp., Amtel Corporation and European Silicon Structures.

Mr. Colvin has also held a number of financial leadership positions for multinational companies. Mr. Colvin holds a B.A. in economics and an M.B.A. from the University of Strathclyde in Scotland.

Steve Leonard serves as an independent non-executive director on Maxeon’s Board of Directors as a member of its Audit Committee. Mr. Leonard previously served as an independent non-executive director of AsiaSat, a privately held Hong Kong-based satellite operator; and of Trust Bank, a digital-banking joint venture between Standard Chartered Bank and NTUC Enterprise. Mr. Leonard serves on the Advisory Board of SDG Impact Japan, a sustainability-focused investment platform based in Tokyo, and on the Advisory Board of Cambridge Innovation Capital, a deep-tech venture capital firm with strong links to the University of Cambridge in England. Mr. Leonard has over 30 years of experience in the private sector building information technology companies throughout Europe and Asia. He previously served from 2016-2023 as an independent non-executive director of Singapore Post Ltd. (SingPost), an international leader in e-commerce logistics and services. Mr. Leonard also has seven years of experience in the public sector working for the Singapore government in which he led various national efforts to expand entrepreneurial and corporate-innovation ecosystems as part of an innovation-led economy.

David Li serves as an independent director on Maxeon’s Board of Directors and member of the Audit Committee and the Compensation Committee. Mr. Li has over 25 years of experience in the semiconductor industry. From 2015 to 2022 he was Chief Executive Officer, President, and a board member of CMC Materials, a leading global supplier of specialty materials focused on the semiconductor and energy industries with over $1 billion USD in revenues. From 2006 and 2015, Mr. Li served as Vice President Asia Pacific Region and also held various leadership positions at CMC Materials. From 1997 and 2006 he covered a variety of senior engineering, sourcing, investor relations, and corporate development roles. David Li currently sits on the board of Coorstek, a company which specializes in the manufacture of high-performance ceramics for advanced applications. Mr. Li graduated from the Purdue University, West Lafayette, IN, in 1995 with a Bachelor of Science in Chemical Engineering, and from the Northwestern University (Kellogg), Chicago, IL, in 2002 with a Master in Business Administration (MBA).

Mr. Wang Cheng serves as a director designated by TZE on Maxeon’s Board of Directors. Since 2021, he has been the Chief Operating Officer of TCL Technology Group. He is also the Deputy Chairman of the First High-end Manufacturing Industry Committee of the China Association for Public Companies, Chairperson of the Electronic Information Industry Association of Huizhou, and President of both the Huizhou Enterprises Federation and Entrepreneurs Association. Wang earned a Bachelor's degree in Economics in July 1997. In December 2005, he graduated from the Executive Master of Business Administration (EMBA) program at the University of Texas in Arlington, U.S. After graduating, Wang joined TCL and held various management positions.

Mr. Wang Yanjun serves as a director designated by TZE on Maxeon’s Board of Directors. He is currently the chief executive officer of TZE, responsible for the overall industrial development and upgrade of the company. He joined TZE in 2006 and has served in several leadership roles including chief engineer and head of the manufacturing department. Mr. Wang was appointed as a vice president of TZE in 2017, and in this role, he was in charge of strategic planning and operational management of the company. Mr. Wang is currently pursuing a Ph.D. degree in electronic information at the Institute of Nanoscience and Nanotechnology, University of Science and Technology of China.

Ms. Zhang is currently a Board Member and the Chief Financial Officer (“CFO”) of TCL Zhonghuan Renewable Energy Technology Co., Ltd. (“TZE”).

Over the past five years, she has served in various leadership roles for TZE, including Board Member, Vice President, COO and CFO. Ms. Zhang has a master’s degree of software engineering from Tongji University and a bachelor’s degree in business administration from Shanxi University of Finance and Economics. Ms. Zhang started her career in Tianjin Huan’ou Company, the predecessor of TZE, in 2001. In her role as CFO & COO, Ms. Zhang is in charge of the overall financial operations of the company, supply chain management and global business development. She has adopted a strategy-driven approach to link financial work closely with business operations, safeguarding the steady and continuous growth of the company’s various investment activities. Under her leadership, the company has also developed strategic partnerships and a strong synergy with a number of key suppliers across the solar photovoltaic value chain in the midst of the very complicated and ever-changing industrial competition landscape both home and abroad. This forward-looking mindset and joint innovation with strategic ecosystem partners have fostered technology leadership and a resilient supply chain system for the company. Also, in the early days of overseas business development, Ms. Zhang led the team to partner with international industry leaders, and is gradually transforming the company from selling in the overseas markets to onshore manufacturing capability build-up, which lays a solid foundation for TZE to grow as a world leader.

Mr. Xu Luo Luo serves as a director designated by TZE on Maxeon’s Board of Directors and member of the Nominating and Corporate Governance Committee. Mr. Xu Luo Luo is the Associate President of TCL Group since 2018, in this role, he is responsible for corporate development, merger and acquisition, partnership, strategic investment and capitalization, he sits on several management committees including TCL Group investment committee and TCL Capital, and he has held various management positions within TCL Group since 2012. Mr. Xu also currently serves as vice-chairman at Printronics Circuit, a specialized PCB manufacturer listed on Shenzhen Stock Exchange, director at Homa, a refrigerator ODM manufacturer listed on Shenzhen Stock Exchange; he has served on other boards throughout his career, including as Chairman of Highly, a consumer electronics distributor listed on Beijing Stock Exchange. Previously, he has held various management position at BAIC/Foton Motor, a commercial vehicle manufacturer listed on Shanghai Stock Exchange, and AVL, a world’s leading mobility technology provider for development, simulation and testing of powertrain. At TCL, he has led numerous growth and transformation initiatives, including spin-off of TCL Industries (incl. TCL Electronics, the world’s leading TV manufacturer listed on Hong Kong Stock Exchange, and Tonly, a leading audio and video ODM manufacturer) from TCL Group, TCL acquisition of Zhonghuan, one of the world’s top solar ingot and wafer manufacturer listed on Shenzhen Exchange, Printronics Circuit, and Homa. Mr. Xu holds a bachelor degree in computer science, and postgraduate degree in excellence management from University of Warwick.

Mr. Sean Wang serves as a director designated by TZE on Maxeon’s Board of Directors and member of the Compensation Committee. Mr. Wang is the Executive President of International Operations for TZE. Prior to his role at TZE, he was Chairman of Shanghai E-Talent Digitech Investment from October 2019 to June 2022. Earlier, Mr. Wang served as the Senior Vice President and Chief Investment Director of ENN Group from March 2018 to September 2019 and has held senior management roles at ENN Energy Holdings Limited. Prior to this, Mr. Wang was a managing partner at Sino-Sin Investment Fund and an Executive Director and Chief Financial Officer at China Rongsheng Heavy Industries Group, and has held various other executive leadership roles during his career. Mr. Wang graduated from Hamline University in 1986 with a Bachelor of Economics and from the Carlson School of Management at the University of Minnesota with a Master of Business Administration in 1989.

The following table sets forth information regarding our senior management as of the date of this Form 20-F. George Guo serves as our Chief Executive Officer.

Dmitri Hu is Maxeon’s Chief Financial Officer, with responsibility for the Company’s Finance and IT functions. Mr. Hu joined Maxeon from TCL Industries, where he held key leadership positions including Chief Financial Officer, Vice President and General Manager of Global Service, as well as serving as Executive Director and Board Secretary of TCL Electronics. He has been recognized as the Best CFO – Developed Market/Consumer Discretionary Sector by Institutional Investor in 2019 and 2020, among other prestigious awards. In a career spanning nearly 25 years, Mr. Hu also previously held roles in technology and financial services companies including Goldman Sachs, Deutsche Bank Group, Yue Yuen Industrials, Gogoro, Inc., and others. He has significant experience in strategic planning, financial transformation, capital and investment strategy, treasury, and capital markets. Mr. Hu holds an MBA from the Stern School of Business of New York University and a BBA from National Taiwan University.

Hao-Chin (Frank) Jeng is our interim Chief Legal Officer, in charge of the company’s global legal and compliance affairs, practices of the board of directors, and ESG matters. Throughout his legal career, Frank has represented clients in securities and bond offerings in the U.S. and Hong Kong, cross-border mergers and acquisitions, antitrust investigations, commercial litigations, high-stake IP litigations, and licensing transactions. Before joining Maxeon, Frank served as Vice President of Purplevine IP Group, where he founded and led its global IP litigation and licensing practice and international development strategy. Prior to Purplevine, Frank served as a partner in the Hong Kong and Chicago offices of Kirkland & Ellis, where he practiced in both litigation and corporate departments across the firm’s Chicago, Hong Kong, and Shanghai offices. He is qualified to practice law in the State of New York, U.S.A., and Hong Kong SAR, China. He holds J.D. and LL.M. degrees from the University of Pennsylvania Law School and BBA and LLB degrees from National Taiwan University. Frank is well regarded in the legal and IP community, where he was named the World's Leading IP Strategist in IAM Strategy 300 by IAM Magazine (2023 & 2024).

Tiffany See is our Chief Human Resources Officer and is responsible for developing and executing human resource strategy in support of the overall business plan and strategic direction of the organization, specifically in the areas of succession planning, talent management, change management, organizational and performance management, training and development, and compensation. Before joining Maxeon, since November 2018, she was Head of Asia- Human Resources at BHP, a global resources company. Prior to BHP, Ms. See was Executive Director, Human Resources (Asia), for Dell Technologies, where she spent 17 years in a variety of human resources leadership positions. Ms. See holds a bachelor’s degree in Commerce from the University of Newcastle (Australia), and a Bachelor of Laws from University of New England (Australia). Ms. See is also a Certified Solution Focused Coach.

Matt Dawson is our Chief Technology Officer. Before joining Maxeon, he served as the Vice President of Technology at Sila Nanotechnologies, a battery materials company. Prior to that, he held various leadership roles at SunPower Corporation, where in 2019 he became Vice President of Research and Development and was responsible for technology strategy, cell and module product development, and the company's R&D lab infrastructure. With over 15 years' experience developing and deploying products across the solar energy value chain, Matt Dawson has a proven track record of scaling innovation from R&D stage to volume manufacturing and delivering success in competitive commercial environments. Mr. Dawson holds a B.A. in English Literature, a B.Sc. in Engineering Physics, and an Executive MBA from Queen’s University (Kingston, Canada), and a MASc. in Engineering Physics from the University of British Columbia (Vancouver, Canada).

Vikas Desai is Maxeon’s Chief Commercial Officer, responsible for our global go-to-market and customer-facing functions. A solar energy and technology executive with over twenty years’ experience, Mr. Desai has built and scaled multiple global businesses spanning hardware and software for both B2B and B2C. He joined Maxeon following the Company’s acquisition of assets from Complete Solaria in October 2023, where he had served as President since October 2021. Previously, he has held leadership roles at Powerside, Flextronics, SunEdison, SunPower, EchoFirst and other technology companies. Mr. Desai received an MBA from the University of California, Berkeley, Haas School of Business, a Master’s degree in Power Electronics Engineering from Loughborough University, and his Bachelor’s degree in Electrical Engineering from L.D. College of Engineering.

6.B. COMPENSATION

In August 2020, our Board adopted a policy for cash and equity-based compensation that would be payable to eligible non-employee members of the Board who were not nominated representatives of TotalEnergies and TZE, or their corporate affiliates (“Outside Directors”). This Outside Directors compensation policy was revised effective July 1, 2024.

Each eligible Outside Director is eligible to receive an annual fee as set forth below, for services performed for the Board in accordance with the following Committee-based fee structure (the “Annual Fees”):

Each Outside Director shall be eligible to receive an Annual Fee of $200,000 in equity plus Annual Fee in cash equal to the sum of the cash fees for service on the Board and for service as a Chair and/or Member of one or more Committees of the Board, if any, for the Company’s fiscal year. The Chairman of the Board, if he or she qualifies as an Outside Director, shall be eligible to receive an Annual Fee of $200,000 in equity plus Annual Fee in cash equal to the sum of the fees for service as the Chairman of the Board and for service, as a Chair and/or Member of one or more Committees of the Board, if any, for the Company’s fiscal year. RSUs will vest immediately upon grant.

A stock ownership guidelines policy was adopted by the Company in June 2021, requiring Outside Directors to hold Maxeon shares equal or greater than 3x annual cash retainer fees. Outside Directors have five years to achieve compliance.

For fiscal year 2024, we paid and accrued fees and compensation of approximately $0.4 million and granted 22,217 RSUs to our Outside Directors.

Our Executive Compensation program for fiscal year 2024 include the following:

•A Corporate Bonus Plan (“CBP”) payable annually in the form of cash. The payouts are dependent on meeting a number of corporate and individual objectives, including Maxeon’s financial performance and achievement of key results, as well as individual performance; and

•Time-based RSUs that generally vest over three years.

A stock ownership guidelines policy was adopted by the Company in June 2021, requiring the Chief Executive Officer to hold Maxeon shares equal or greater than 3x annual base salary and other Executive Officers to hold Maxeon shares equal or greater than 1x annual base salary. Executive officers have five years to achieve compliance.

For fiscal year 2024, we paid and accrued compensation of approximately $7.2 million and granted 4,005 RSUs to our Executive Officers. The amount of compensation paid include benefits-in-kind such as insurance premiums, retirement plans and other benefits as the Company deems suitable.

Our Singapore subsidiaries are required by the laws and regulations of Singapore to make contributions, as employers, to the Central Provident Fund for all employees, including executive officers, working in Singapore who are Singapore citizens or permanent residents and employed by our Singapore subsidiaries as prescribed under the Central Provident Fund Act 1953 of Singapore. The contribution rates vary, depending on the age of the employees.

6.C. BOARD PRACTICES

The composition of the Maxeon Board and committees of the Maxeon Board are governed by our Constitution, together with the Shareholders Agreement. The current term of office for our independent directors will expire at our

next annual meeting and the directors who serve as designees pursuant to the Shareholders Agreement shall continue

to serve in accordance with the Shareholders Agreement or until their successor is designated by such designating

shareholder. For the appointment dates of the members of the Maxeon Board, refer to “Item 6.A Directors and

Senior Management.” None of our directors are party to an agreement providing for benefits upon termination of

employment.

The Maxeon Board consists of 10 directors, including five TZE designees, four independent directors and our Chief Executive Officer. Mr. Colvin is the Chairman of the Maxeon Board. The Chairman is entitled to a casting vote in the case of an equality of votes.

The Shareholders Agreement previously included provisions adjusting the rights of each of TotalEnergies and TZE to designate a particular number of directors depending on changes in their share ownership, including a provision allowing either shareholder, if they acquire at least 50% of our shares, to designate a majority of the directors. As amended and restated on August 30, 2024, TotalEnergies is no longer party to the Shareholders Agreement.

Pursuant to the Shareholders Agreement, TZE will be entitled to designate to the Maxeon Board: (1) the lowest number of directors that represents a majority of the board for as long as TZE beneficially owns at least 50% of our

outstanding ordinary shares; (2) three directors for as long as TZE beneficially owns at least 25% but less than 50%

of our outstanding ordinary shares; (3) two directors for as long as TZE beneficially owns at least 15% but less than

25% of our outstanding ordinary shares; and (4) one director for as long as TZE beneficially owns at least 10% but

less than 15% of our outstanding ordinary shares.

The Shareholders Agreement provides for the size of the Maxeon Board to be reduced to nine directors,

consisting of five TZE designees, three independent directors and our Chief Executive Officer upon the earlier of (i)

the satisfaction of certain closing conditions in connection with the Forward Purchase, or (ii) December 31, 2024.

On January 26, 2025, TZE temporarily waived its right to cause the Company to reduce the size of the Maxeon

Board and reserves the right to notify the Company when TZE intends to exercise its rights under the Shareholders