T1 Energy SEC Filings

Teknovekst UK LTD has filed a Form 144 to sell up to 718,000 shares of TE common stock. The planned sale is to be executed through J.P. Morgan Securities LLC on the NYSE, with an aggregate market value of $2,139,640 based on the filing data. TE had 212,365,815 shares outstanding at the time referenced, providing context for the size of this planned sale.

Teknovekst UK LTD has also sold TE common shares over the past three months in several transactions, including 384,349 shares on 09/22/2025 and 376,106 shares on 09/23/2025. The shares to be sold were acquired on 07/09/2021 through a conversion of private shares to public shares in the merger that brought the company, formerly FREYR Battery, public.

T1 Energy Inc. is asking stockholders at a virtual special meeting on December 3, 2025 to approve several capital and governance changes. The company seeks approval to issue 17,918,460 shares of common stock upon the second conversion of an $80.0 million convertible note tied to its Trina U.S. manufacturing acquisition, on top of shares already issued. As of October 21, 2025, 168,701,196 shares of common stock were outstanding.

Stockholders are also asked to add limits on foreign ownership so the company does not become a “foreign-influenced entity” under new U.S. tax rules, helping preserve clean energy tax credits. Another proposal would increase authorized common shares from 355,000,000 to 500,000,000, giving the board flexibility for future financings and transactions. A fourth proposal would allow stockholders to remove directors with or without cause, aligning with Delaware law. The filing includes a revised proxy card; prior cards cannot be used to vote on Proposals 2 and 4.

T1 Energy Inc. has filed a resale registration covering up to 21,504,901 shares of common stock, all to be sold from time to time by funds and accounts managed by Encompass Capital Advisors and other selling securityholders. These shares were originally issued in an October 31, 2025 stock purchase agreement and related registered direct offering. T1 Energy will not receive any proceeds from these resales; selling holders will receive the sale proceeds. As context, the company had 212,365,815 shares of common stock outstanding as of November 14, 2025, and its Series B and Series B-1 preferred stock is currently convertible into additional common shares under specified price-based conversion formulas. T1 Energy manufactures photovoltaic solar modules in the United States and its common stock trades on the NYSE under the symbol TE.

T1 Energy Inc. has filed a resale registration statement covering up to 1,600,000 shares of Series B Preferred Stock, 5,000,000 shares of Series B-1 Preferred Stock and 38,823,528 shares of common stock issuable upon their conversion. These securities are held by funds managed by Encompass Capital Advisors LLC, which originally acquired them through a prior stock purchase agreement that provided $50 million of gross proceeds to the company from the Series B-1 Preferred Stock.

The company will not receive any proceeds from the sale of these registered securities; all sales will be for the account of the selling securityholders. The preferred shares carry a 6% dividend, a $10.00 liquidation preference and mature on December 23, 2027, with optional conversion into common stock at set conversion prices tied to the company’s trading price. T1 Energy’s common stock trades on the NYSE under the symbol “TE,” with 212,365,815 shares outstanding as of November 14, 2025.

T1 Energy Inc. (TE) reported its first scaled quarter of manufacturing revenue, posting total net sales of $210.5 million for the three months ended September 30, 2025, driven by U.S. solar module sales, including related-party sales to the Trina Group. Gross profit was $21.1 million, but results were weighed by an impairment of acquired customer contract intangibles and higher operating costs.

The company recorded a net loss of $130.6 million for the quarter and an operating loss of $94.7 million, reflecting a $53.2 million impairment tied to reduced expected volumes on one acquired contract, elevated SG&A, and fair value movements in derivatives and warrants. Cash, cash equivalents, and restricted cash totaled $86.7 million at quarter end, with government grants receivable of $93.1 million linked to Section 45X credits expected to support future liquidity.

Capital structure and funding actions were active. T1 converted the first stage of an $80.0 million related-party convertible note into 12.5 million shares, obtained a credit facility waiver related to the customer-contract dispute, and, subsequent to quarter end, raised $72.0 million via common stock and $50.0 million through Series B‑1 preferred stock. As of November 7, 2025, common shares outstanding were 212,365,815.

T1 Energy Inc. announced quarterly results and furnished related materials. The company released its financial results for the quarter ended September 30, 2025 via a press release and provided an earnings call presentation dated November 14, 2025. These materials are being furnished and are not deemed filed under the Exchange Act. The presentation is also available on the company’s website.

T1 Energy’s securities are listed on the NYSE: Common Stock under TE and Warrants under TE WS.

Morgan Stanley filed an amended Schedule 13G on T1 Energy Inc. common stock, reporting beneficial ownership of 10,333,322 shares, representing 5.8% of the class as of 09/30/2025. Morgan Stanley reported 0 sole voting and dispositive power, with 10,277,521 shares under shared voting power and 10,333,322 under shared dispositive power.

Morgan Stanley Capital Services LLC separately reported beneficial ownership of 10,144,078 shares, or 5.7% of the class, with 0 sole voting and dispositive power and 10,144,078 shares under both shared voting and shared dispositive power. The filing certifies the securities were acquired and are held in the ordinary course of business and not to change or influence control.

T1 Energy Inc. (TE) received an amended Schedule 13D/A from Encompass Capital entities and Todd J. Kantor, updating their ownership and recent financing terms. Encompass Capital Advisors LLC and Mr. Kantor each report beneficial ownership of 74,147,162 shares (approximately 19.99%), and Encompass Capital Partners LLC reports 61,209,267 shares (approximately 19.99%). These amounts include common shares, warrants, and shares issuable upon conversion of Series B and Series B‑1 preferred stock, all subject to a 19.99% beneficial ownership blocker.

The filing also details a new investment agreement: the investors received 21,504,901 common shares and 1,600,000 shares of Series B Preferred in partial consideration for the redemption and cancellation of all outstanding Series A Preferred. They also purchased 5,000,000 shares of Series B‑1 Preferred at $10.00 per share, providing aggregate gross proceeds of $50 million. Shares outstanding were 177,442,993 as of October 30, 2025.

T1 Energy Inc. (TE) reported insider activity tied to a restructuring on 10/31/2025. A joint Form 4 for Todd Kantor, Encompass Capital Advisors LLC, and Encompass Capital Partners LLC (each a director by deputization and 10% owner) shows an acquisition of 21,504,901 shares of common stock. Following the reported transactions, 34,968,169 common shares were beneficially owned directly.

According to the agreement, the redemption and cancellation of all then-outstanding Series A Convertible Preferred Stock resulted in purchasers receiving 21,504,901 common shares and 1,600,000 Series B Convertible Non-Voting Preferred. Purchasers also purchased 5,000,000 Series B-1 Convertible Non-Voting Preferred at $10.00 per share. Each Preferred share is convertible based on the $10.00 issue price and an initial $1.70 conversion price, subject to a 19.99% beneficial ownership cap immediately after conversion.