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

Rhea-AI Summary

T1 Energy (NYSE: TE) announced proposed concurrent underwritten public offerings: $120.0 million aggregate principal amount of convertible senior notes due 2030 and $140.0 million of common stock, with underwriter over-allotment options of $18.0 million (notes) and $21.0 million (stock).

Net proceeds are intended to (i) progress FEOC compliance under the One Big Beautiful Bill Act by Dec 31, 2025 including repayment of certain indebtedness, (ii) fund working capital and construction for the first 2.1 GW phase of the G2_Austin facility, and (iii) general corporate purposes. Offerings are subject to market conditions and SEC registration.

Positive

• $120.0M convertible notes offering announced
• $140.0M common stock offering announced
• Proceeds targeted to fund 2.1 GW G2_Austin phase construction
• Proceeds intended to support FEOC compliance by Dec 31, 2025

Negative

• $140.0M equity offering may cause shareholder dilution
• $120.0M convertible notes increase potential future dilution or debt burden
• Closings are subject to market conditions; completion is not assured

Key Figures

Convertible Notes Offering $120.0 million Aggregate principal amount of convertible senior notes due 2030

Common Stock Offering $140.0 million Proposed underwritten offering of common shares

Notes Over-Allotment Option $18.0 million Additional aggregate principal amount of Convertible Notes

Equity Over-Allotment Option $21.0 million Additional common stock in the Common Stock Offering

G2_Austin Phase 1 Size 2.1 GW First phase infrastructure capacity for G2_Austin facility

FEOC Compliance Target December 31, 2025 Target to comply with FEOC-related provisions of the Act

Convertible Notes Maturity 2030 Due date for proposed convertible senior notes

Pre-news Price Change 11.79% Same-day move before announcement at price <b>$6.73</b>

Market Reality Check

$6.15 Last Close

Volume Volume 20,574,761 is about 59% above the 20-day average of 12,905,151 ahead of the offerings. high

Technical Shares at $6.73 are trading well above the 200-day MA of $2.54, after a 11.79% pre-news gain.

Peers on Argus

Peers such as EAF, ELVA, SDST, FCEL, and TGEN show modest single-digit moves, while TE gained 11.79%, indicating a company-specific reaction to the capital raise rather than a broad sector rotation.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 21	Strategic meeting update	Positive	+0.0%	CEO meeting with U.S. Vice President and G2_Austin construction plans.
Nov 14	Earnings and guidance	Neutral	-3.7%	Q3 2025 results, reaffirmed EBITDA guidance, and funding updates.
Nov 05	Earnings reschedule	Neutral	+11.1%	Rescheduled Q3 earnings release and conference call logistics.
Oct 29	Earnings schedule	Neutral	-2.7%	Announcement of Q3 earnings release and call timing details.
Oct 24	Capital formation update	Negative	-6.5%	Equity and convertible preferred funding to support G2_Austin capex.

Pattern Detected

Recent history shows mixed reactions to news, but the prior equity offering under the same tag saw a -9.73% move, contrasting with today’s pre-offering strength.

Recent Company History

Over the last few months, T1 Energy has focused on funding and building out its U.S. solar manufacturing footprint. Prior updates highlighted the planned 2.1 GW G2_Austin phase with estimated capex of $400–$425M and targeted production in Q4 2026. Multiple equity and preferred financings, including a $72M registered direct and a $50M convertible preferred, have supported this strategy. Today’s proposed note and equity offerings continue that capital formation trajectory for G2_Austin and related infrastructure.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-17

An effective Form S-3 resale registration filed on November 17, 2025 covers up to 21,504,901 existing common shares for selling securityholders, from which T1 Energy will receive no proceeds. The current offerings of new convertible notes and common stock use a separate registration statement and preliminary prospectus supplements.

Market Pulse Summary

The stock is dropping -10.7% following this news. A negative reaction despite the growth-oriented use of proceeds would fit prior patterns where equity raises weighed on sentiment. The last offering-tag event in October 2025 saw a -9.73% move after a $72M registered direct deal. With new convertible notes and common stock offerings adding financing but also potential dilution, investors could reassess valuation if execution on G2_Austin or FEOC compliance milestones appeared uncertain.

Key Terms

convertible senior notes financial

"proposed underwritten public offerings of $120.0 million aggregate principal amount of its 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.

over-allotments financial

"option to purchase up to an additional $18.0 million aggregate principal amount of Convertible Notes, 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.

prospectus regulatory

"including a prospectus) with the Securities and Exchange Commission"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

prospectus supplement regulatory

"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.

registration statement regulatory

"The Company has filed a registration statement (including a prospectus)"

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.

Securities and Exchange Commission regulatory

"with the Securities and Exchange Commission (the “SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

EDGAR technical

"You may access these documents by visiting EDGAR on the SEC’s website"

EDGAR is a system used by companies to share important financial and business information with the public. It functions like an online filing cabinet where investors can access official reports and documents that help them understand a company's financial health and operations. This transparency allows investors to make more informed decisions, much like checking a company's report card before investing.

AI-generated analysis. Not financial advice.

AUSTIN, Texas, Dec. 10, 2025 (GLOBE NEWSWIRE) -- T1 Energy Inc. (NYSE: TE) (“T1,” “T1 Energy,” or the “Company”) today announced proposed underwritten public offerings of $120.0 million aggregate principal amount of its convertible senior notes due 2030 (the “Convertible Notes” and such offering, the “Convertible Notes Offering”) and $140.0 million of its shares of common stock (the “Common Stock Offering”).

The Company intends to grant the underwriters a 30-day option to purchase up to an additional $18.0 million aggregate principal amount of Convertible Notes, solely to cover over-allotments in the Convertible Notes Offering, and a 30-day option to purchase up to $21.0 million of additional shares of common stock in the Common Stock Offering.  

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. The proposed offerings are subject to market and other conditions, and there can be no assurance as to whether or when the proposed offerings may be completed, or as to the actual size or terms of the offerings.

Santander and J.P. Morgan are acting as joint bookrunning 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 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 Convertible Notes Offering and the Common Stock Offering. 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 is T1 Energy (TE) seeking in the convertible notes offering?

T1 Energy proposed $120.0 million aggregate principal amount of convertible senior notes due 2030, plus a $18.0 million over-allotment option.

How large is the T1 Energy (TE) common stock offering and over-allotment?

T1 Energy proposed $140.0 million of common stock with a $21.0 million 30-day over-allotment option.

What will T1 Energy (TE) use the offering proceeds for and by when?

Proceeds are planned for FEOC compliance and debt repayment, working capital, construction of the 2.1 GW G2_Austin phase, and general corporate purposes, aiming for FEOC compliance by Dec 31, 2025.

Are the convertible notes and common stock offerings dependent on each other for closing?

No; the closing of neither offering is conditioned upon the closing of the other.

Who are the joint bookrunning managers for T1 Energy (TE) offerings?

Santander and J.P. Morgan are acting as joint bookrunning managers for both offerings.

Where can investors find the T1 Energy (TE) registration statement and prospectus?

The registration statement and prospectus supplements have been filed with the SEC and are available on www.sec.gov.