T1 Energy (NYSE: TE) details 14,274,704-share resale and 7,000,000-share warrant

Rhea-AI Filing Summary

T1 Energy Inc. filed an automatic shelf registration statement on Form S-3ASR and a prospectus supplement covering the resale of 14,274,704 shares of common stock and a warrant to purchase 7,000,000 shares at a purchase price of $0.01 per share by named selling securityholders. These shares include stock previously issued to Trina Solar (Schweiz) AG in private placements and shares that may be issued upon exercise of a warrant issued to Stellar Hann Investment Ltd. The filing explains that the prospectus supplement itself does not sell any securities, and any resale by the selling securityholders would not generate proceeds for the Company. T1 Energy also provides a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP on the validity of the common stock and enforceability of the warrant as an exhibit to this report.

false 0001992243 0001992243 2026-01-21 2026-01-21 0001992243 TE:CommonStock0.01ParValueMember 2026-01-21 2026-01-21 0001992243 TE:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2026-01-21 2026-01-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 21, 2026 

T1 Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware		333-274434		93-3205861
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1211 E 4th St.

Austin, Texas 78702

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 409-599-5706

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		TE		The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		TE WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, 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. ☐

Item 8.01. Other Events.

On January 21, 2026, T1 Energy Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR (File No. 333-292857) (the “Registration Statement”). Following the filing of the Registration Statement, the Company also filed a prospectus supplement pursuant to the Registration Statement covering the resale of 14,274,704 shares of its common stock, par value $0.01 per share (the “common stock”), and a warrant to purchase 7,000,000 shares of common stock at a purchase price of $0.01 per share (the “Warrant”) by the selling securityholders named in the prospectus supplement. The shares of common stock registered for resale pursuant to the prospectus supplement consist of (i) 3,000,000 shares of common stock that were issued to Trina Solar (Schweiz) AG (“Trina”) in a private placement on December 30, 2025, (ii) 4,274,704 shares of common stock that were issued to Trina in a private placement on January 21, 2026 and (iii) 7,000,000 shares of common stock which may be issued upon the exercise of the Warrant issued to Stellar Hann Investment Ltd. (together with Trina, the “selling securityholders”) in a private placement on September 10, 2025.

The filing of the prospectus supplement is not itself a sale of securities by the selling securityholders and does not necessarily mean that the selling securityholders will choose to sell any shares of common stock or the Warrant. If any shares of common stock or the Warrant are sold by the selling securityholders, the Company would not receive any proceeds from that sale. No securities will be issued or sold by the Company pursuant to the prospectus supplement.

The Company is filing this current report to provide the legal opinion as to the validity of the shares of common stock and the enforceability of the Warrant covered by the prospectus supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are provided as part of this report:

Exhibit No.		Description
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	T1 Energy Inc.
	By:	/s/ Joseph Evan Calio
		Name:	Joseph Evan Calio
		Title:	Chief Financial Officer
		Dated: January 21, 2026

2

FAQ

What did T1 Energy Inc. (TE) announce in this 8-K filing?

T1 Energy Inc. reported that it filed an automatic shelf registration statement on Form S-3ASR and a related prospectus supplement covering the resale of 14,274,704 shares of common stock and a warrant to purchase 7,000,000 shares of common stock at $0.01 per share by certain selling securityholders.

How many T1 Energy (TE) shares are covered for resale and at what warrant terms?

The prospectus supplement covers the resale of 14,274,704 common shares and a warrant to purchase 7,000,000 common shares at a purchase price of $0.01 per share, all held by the selling securityholders named in the supplement.

Will T1 Energy Inc. (TE) receive any proceeds from the resale of these securities?

No. The filing states that if any shares of common stock or the warrant are sold by the selling securityholders, T1 Energy would not receive any proceeds from those sales, and no securities will be issued or sold by the Company under the prospectus supplement.

Who are the selling securityholders in T1 Energy’s resale registration?

The selling securityholders are Trina Solar (Schweiz) AG, which received common shares in private placements on December 30, 2025 and January 21, 2026, and Stellar Hann Investment Ltd., which received the warrant in a private placement on September 10, 2025.

Does the prospectus supplement mean the T1 Energy (TE) shareholders will definitely sell?

The filing clarifies that the prospectus supplement is not itself a sale of securities and does not necessarily mean the selling securityholders will choose to sell any shares of common stock or the warrant.

What legal opinion is included with T1 Energy’s 8-K related to the resale registration?

T1 Energy includes as Exhibit 5.1 an opinion from Skadden, Arps, Slate, Meagher & Flom LLP addressing the validity of the common stock and the enforceability of the warrant covered by the prospectus supplement, along with a related consent.