Welcome to our dedicated page for T1 Energy SEC filings (Ticker: TE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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T1 Energy Inc. reporting persons amended the conversion terms of Series A Convertible Preferred Stock and updated related ownership. On 08/13/2025 the issuer and certain funds managed by Encompass Capital Advisors amended the Preferred Stock Purchase Agreement to change the conversion price of the first tranche of Series A Convertible Preferred Stock from $2.50 to $1.70 per share. The preferred shares convert into common stock based on the formula of (issue price $10.00 plus accrued unpaid dividends) divided by the conversion price (now $1.70). The certificate limits conversion to avoid ownership above 19.99% post-conversion. The Form 4 is filed jointly by Todd Kantor, Encompass Capital Advisors LLC and Encompass Capital Partners LLC and reports related adjustments to convertible preferred and underlying common shares.
T1 Energy Inc. Schedule 13D/A (Amendment No. 3) discloses that Encompass Capital Advisors LLC, Encompass Capital Partners LLC and Todd J. Kantor together report beneficial ownership of shares and warrants representing up to 13,818,733 shares (approximately 8.8%) for Encompass Capital Advisors and 9,599,716 shares (approximately 6.1%) for Encompass Capital Partners. The filing notes the issuer changed its name from FREYR Battery, Inc. to T1 Energy Inc. on February 18, 2025. The parties executed a Third Amendment to a Preferred Stock Purchase Agreement on August 13, 2025 that revises definitions and conversion-price mechanics, adds a condition precedent tied to issuer financial statements, requires parity if lower conversion-priced preferred stock is issued (floor of $1.05), and contemplates issuance of warrants exercisable for 3,500,000 shares at $0.01 if the Second Tranche Closing does not occur by December 31, 2026.
T1 Energy disclosed two material amendments. Its subsidiary G1 and Trina Solar agreed to defer all Service Fees, without interest, until the earlier of thirty days after G1 or its affiliates receive cash proceeds tied to any 45X tax credits (including under Section 6418) or August 15, 2026. This relief directly delays cash outflows tied to the Trina sales agency and aftermarket support arrangement.
The company also amended its Preferred Stock Purchase Agreement with Encompass, which contemplates $100.0 million of preferred stock funded in two $50.0 million tranches. The amendment revises the Second Tranche Closing timing, modifies Conversion Price mechanics (including a floor no lower than $1.05), replaces a final investment decision condition with one tied to the company’s financial statements, and provides for issuance of warrants exercisable for 3,500,000 shares at $0.01 per share if the Second Tranche does not close by December 31, 2026.
Form 8-K Item 1.01 – Consulting Agreement Amendment
On 1 Aug 2025 T1 Energy Inc. (NYSE:TE) executed Amendment No. 2 to its 14 May 2021 consulting agreement with director Peter Matrai. Key terms:
- Extends the consultancy through 31 Dec 2025, unless earlier terminated.
- Keeps the fee at $30,000 per month (≈ $360k annually).
- The Compensation Committee may reduce the fee only if it implements a company-wide executive pay cut.
- All existing confidentiality, non-compete, non-solicitation and IP assignment clauses remain unchanged.
The full amendment is filed as Exhibit 10.1. No financial results, guidance or other material events were disclosed in this report.
T1 Energy (NYSE:TE) filed a Form 8-K disclosing results of the June 25, 2025 virtual annual meeting. Shareholders re-elected all nine directors with approximately 96% support, ratified PricewaterhouseCoopers AS as auditor with 99.8% support, and approved executive compensation by a 71% majority. No other material items, financial updates or strategic changes were reported.
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