T1 Energy Announces Pricing of Concurrent Public Offerings of Convertible Senior Notes Due 2030 and Common Stock

Rhea-AI Summary

T1 Energy (NYSE: TE) priced concurrent public offerings: $140.0M aggregate principal of 5.25% convertible senior notes due 2030 (upsized from $120.0M) and 28,282,830 shares of common stock at $4.95 per share. The company estimates net proceeds of approximately $264.3M after fees. The convertible notes carry semi-annual interest, mature December 1, 2030, have an initial conversion rate of 144.3001 shares per $1,000 principal (≈$6.93 per share) and are convertible under specified conditions beginning September 1, 2030.

Proceeds are earmarked to pursue FEOC compliance under the One Big Beautiful Bill Act by December 31, 2025, repay certain indebtedness, advance construction of the first 2.1 GW phase of the G2_Austin facility, and for general corporate purposes. Offerings expected to close December 15–16, 2025, subject to customary conditions.

Positive

• Net proceeds estimated at $264.3M after fees
• Convertible notes upsized to $140.0M from $120.0M
• Common stock raise of 28,282,830 shares at $4.95 per share
• Proceeds designated to fund 2.1 GW G2_Austin phase construction

Negative

• Issuance of 28,282,830 shares may cause immediate dilution to existing shareholders
• Convertible notes create potential future dilution if converted into common stock

Key Figures

Convertible Notes Size $140.0 million Aggregate principal amount of 5.25% notes due 2030

Coupon Rate 5.25% Interest on convertible senior notes, paid semi-annually

Equity Offering Size 28,282,830 shares Common stock at $4.95 per share

Net Proceeds $264.3 million Estimated combined net proceeds from both offerings

Underwriter Stock Option 4,242,424 shares 30-day over-allotment option on common stock

Notes Over-allotment $21.0 million 30-day over-allotment option on convertible notes

Initial Conversion Rate 144.3001 shares / $1,000 Convertible notes conversion into common stock

Conversion Premium 40% Premium over $4.95 common stock offering price

Market Reality Check

$5.87 Last Close

Volume Volume 43,293,473 is 3.05x the 20-day average, signaling elevated pre-news trading interest. high

Technical Shares at $5.87 are trading above the $2.32 200-day moving average, reflecting a pre-news uptrend despite recent weakness.

Peers on Argus 1 Down

TE traded down 4.55% while key peers were mostly flat to positive; only ELVA showed downside momentum, suggesting today’s weakness is company-specific financing pressure rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 10	Offering announcement	Negative	-8.6%	Proposed concurrent note and equity offerings signaled additional dilution and leverage.
Nov 21	Strategic meeting	Positive	+0.0%	CEO highlighted G2_Austin build-out and manufacturing jobs with U.S. leadership.
Nov 14	Earnings update	Negative	-3.7%	Q3 loss, impairment, and multiple capital raises underscored ongoing financing needs.
Nov 05	Earnings reschedule	Negative	+11.1%	Rescheduled Q3 earnings date but shares rose sharply despite potential concern.
Oct 29	Earnings schedule	Neutral	-2.7%	Set timing for Q3 release and call; stock slipped on otherwise routine disclosure.

Pattern Detected

Recent financing and earnings headlines often coincided with negative price reactions, while routine scheduling news produced mixed responses, including one notable upside move.

Recent Company History

Over the past few months, T1 Energy has repeatedly tapped capital markets and advanced its build-out strategy. An Oct 23 registered direct offering for $72 million and the Dec 10 proposed concurrent offerings both saw share price declines. Q3 2025 results on Nov 14 included a $140.8M net loss and multiple financings, again followed by weakness. Strategy updates around G2_Austin and meetings with U.S. officials highlighted long-term growth plans but delivered muted price impact, framing today’s pricing announcement within a pattern of dilution-sensitive trading.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-17

An effective resale registration covers up to 21,504,901 common shares held by selling securityholders. T1 Energy receives no proceeds from these resales, but the registered shares expand potential secondary selling capacity relative to the 212,365,815 shares outstanding as of Nov 14, 2025.

Market Pulse Summary

This announcement prices both a $140.0M 5.25% convertible note and 28,282,830 common shares, raising about $264.3M for debt repayment, FEOC compliance and the first 2.1 GW phase of G2_Austin. Historically, T1’s financings have been followed by cautious trading. Investors may focus on total potential dilution from the equity, conversion rate of 144.3001 shares per note, and the existing resale registration for 21,504,901 shares when assessing future updates.

Key Terms

convertible senior notes financial

"public offerings of $140.0 million aggregate principal amount of its 5.25% convertible senior notes due 2030"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

underwritten public offerings financial

"previously announced underwritten public offerings of $140.0 million... and 28,282,830 shares"

An underwritten public offering is when a company sells new shares to the public with investment banks agreeing to buy any unsold shares, guaranteeing the company will receive the promised cash. Think of it like a store manager who promises to buy any leftover inventory so the seller gets paid upfront; this provides certainty of funding but can dilute existing shareholders and affect the stock price, so investors watch size, purpose, and terms closely.

over-allotments financial

"30-day option to purchase up to an additional $21.0 million... solely to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

make-whole fundamental change financial

"If a “make-whole fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs"

A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

fundamental change financial

"If a “fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

indenture regulatory

"as defined in the indenture that will govern the Convertible Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

registration statement regulatory

"The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"filed a registration statement... as well as preliminary prospectus supplements with respect to each of the offerings"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

AUSTIN, Texas and NEW YORK, Dec. 11, 2025 (GLOBE NEWSWIRE) -- T1 Energy Inc. (NYSE: TE) ( “T1,” “T1 Energy” or the “Company”) today announced the pricing of its previously announced underwritten public offerings of $140.0 million aggregate principal amount of its 5.25% convertible senior notes due 2030 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”) and 28,282,830 shares of its common stock at a public offering price of $4.95 per share (the “Common Stock Offering” and together, the “Offerings”). The Convertible Notes Offering was upsized from the previously announced $120.0 million aggregate principal amount of Convertible Notes.

The Company estimates that the net proceeds from the Offerings will be approximately $264.3 million, after deducting underwriting discounts and commissions and T1 Energy’s estimated offering expenses. In addition, the Company has granted the underwriters of the Common Stock Offering a 30-day option to purchase up to an additional 4,242,424 shares of its common stock, and the Company has granted the underwriters of the Convertible Notes Offering a 30-day option to purchase up to an additional $21.0 million aggregate principal amount of Convertible Notes solely to cover over-allotments.

The Common Stock Offering is expected to close on December 15, 2025 and the Convertible Notes Offering is expected to close on December 16, 2025, in each case, subject to satisfaction of customary closing conditions. The closing of each Offering is not conditioned upon the closing of the other Offering.

The Convertible Notes will be senior unsecured obligations of T1 Energy and interest will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The Convertible Notes will mature on December 1, 2030, unless earlier repurchased, redeemed or converted.

Before September 1, 2030, holders may convert their Convertible Notes at their option only in certain circumstances. At any time from, and including, September 1, 2030 until the close of business on the business day immediately preceding the maturity date, the Convertible Notes will be convertible at the option of the holders. T1 Energy will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, or a combination of cash and shares of its common stock, at T1’s election. The initial conversion rate is 144.3001 shares of T1’s common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $6.93 per share of common stock and represents a conversion premium of approximately 40% above the public offering price per share of common stock in the Common Stock Offering. If a “make-whole fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs, or if the Company calls a holder’s Convertible Notes for redemption, then the Company will in certain circumstances increase the conversion rate for a specified period of time for holders who convert their Convertible Notes in connection with that make-whole fundamental change, or who convert their Convertible Notes that are called for such redemption.

The Convertible Notes will not be redeemable prior to December 6, 2028. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at T1’s option at any time, and from time to time, on or after December 6, 2028 and prior to the 41st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the common stock equals or exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date T1 sends the related redemption notice; and (2) the trading day immediately before the date T1 sends such notice.

If a “fundamental change” (as defined in the indenture that will govern the Convertible Notes) occurs, then, subject to certain exceptions, holders may require T1 to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The Company expects to use the net proceeds from the Convertible Notes Offering and the Common Stock Offering (i) to progress efforts to become compliant with applicable foreign entities of concern (FEOC) related provisions of the One Big Beautiful Bill Act by December 31, 2025, including through the repayment of certain indebtedness, (ii) for working capital, construction and advancement of infrastructure relating to the first 2.1 GW phase of our G2_Austin facility and (iii) for general corporate purposes. The closing of neither the proposed Convertible Notes Offering nor the Common Stock Offering is conditioned upon the closing of the other offering.

Santander and J.P. Morgan are acting as joint bookrunning managers and BTIG and Roth Capital Partners are acting as co-managers for the Convertible Notes Offering and the Common Stock Offering. The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) as well as preliminary prospectus supplements with respect to each of the offerings to which this communication relates. Before you invest, you should read the applicable preliminary prospectus supplement and the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and these offerings. You may access these documents by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the applicable offering will arrange to send you the applicable preliminary prospectus supplement (or, when available, the applicable final prospectus supplement) and the accompanying prospectus upon request to: Santander US Capital Markets LLC, 437 Madison Avenue, New York, N.Y. 10022, Email: equity-syndicate@santander.us, Attention: Equity Capital Markets; or J.P. Morgan Securities LLC, 270 Park Avenue New York, N.Y. 10017, Fax: 212-622-8358, Attention Equity Syndicate Desk.

About T1 Energy

T1 Energy Inc. (NYSE: TE) is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. In December 2024, T1 Energy completed a transformative transaction, positioning the Company as one of the leading solar manufacturing companies in the U.S., with a complementary solar and battery storage strategy. Based in the U.S. with plans to expand its operations in America, the Company is also exploring value optimization opportunities across its portfolio of assets in Europe.

Cautionary Statement Concerning Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation with respect to the anticipated use of proceeds from the Offerings and the expected timing for closing of the Offerings. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially different from the Company’s expectations and projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, as amended and supplemented by Amendment No. 1 on Form 10-K/A, filed with the SEC on April 30, 2025, and the Company Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 14, 2025, in each case, available on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date of this press release and are based on information available to the Company as of the date of this press release, and the Company assumes no obligation to update such forward-looking statements, all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:

Jeffrey Spittel

EVP, Investor Relations and Corporate Development
jeffrey.spittel@T1energy.com
Tel: +1 409 599-5706

Media Contact:

Russell Gold

EVP, Strategic Communications
russell.gold@T1energy.com
Tel: +1 214 616-9715

FAQ

How much did T1 Energy (TE) raise from the December 2025 offerings?

T1 Energy priced offerings that are expected to generate approximately $264.3M in net proceeds after underwriting discounts and estimated expenses.

What are the terms of the TE convertible notes due 2030?

The convertible notes total $140.0M, bear 5.25% interest, mature on Dec 1, 2030, and have an initial conversion rate of 144.3001 shares per $1,000 principal (≈$6.93 per share).

How many shares did T1 (TE) offer and at what price on Dec 12, 2025?

T1 offered 28,282,830 shares of common stock at a public offering price of $4.95 per share.

What will T1 Energy (TE) use the offering proceeds for and what is the timeline?

Proceeds are planned to repay certain debt, fund working capital and construction of the first 2.1 GW phase of G2_Austin, and pursue FEOC compliance under the One Big Beautiful Bill Act by Dec 31, 2025.

When will the TE stock and convertible notes offerings close?

The common stock offering is expected to close on Dec 15, 2025 and the convertible notes offering on Dec 16, 2025, each subject to customary closing conditions.