T1 Energy registers 32M shares for note conversion

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

T1 Energy Inc. reported filing a resale prospectus supplement on August 28, 2026, under its automatic shelf registration statement to register the resale of shares of common stock issuable upon conversion of its 4.75% Convertible Senior Notes due 2031.

Q: How many T1 Energy (TE) shares are covered by the resale prospectus supplement?

The resale prospectus supplement covers 32,258,059 shares of common stock that may be issued upon conversion of the 4.75% Convertible Senior Notes due 2031, including the maximum number of make-whole shares as described in the supplement.

Q: Will T1 Energy Inc. (TE) receive proceeds from the resale of these shares?

No. If any of the 32,258,059 shares of common stock are sold by the selling stockholders, T1 Energy Inc. would not receive any proceeds from those sales. No securities will be issued or sold by the company under this resale prospectus supplement.

Q: What legal document did T1 Energy (TE) provide with this Form 8-K?

T1 Energy provided a legal opinion on the validity of the shares of common stock covered by the resale prospectus supplement, attached as Exhibit 5.1, along with a related consent as Exhibit 23.1.

T1 Energy Inc. (TE) filed a current report describing that, on August 28, 2026, it filed a resale prospectus supplement under its automatic shelf registration statement on Form S-3ASR.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

T1 Energy Inc. (TE) filed a current report describing that, on August 28, 2026, it filed a resale prospectus supplement under its automatic shelf registration statement on Form S-3ASR. The supplement covers the resale of 32,258,059 shares of common stock issuable upon conversion of the company’s outstanding 4.75% Convertible Senior Notes due 2031, including the maximum potential make-whole shares, assuming physical settlement. These shares may be sold by the selling stockholders, and T1 Energy would not receive any proceeds from such sales, nor will it issue or sell securities under this supplement. The company also provides a legal opinion on the validity of the shares as Exhibit 5.1.

Filing Explained

The August 28 resale registration creates no present share issuance or sale; however, if the notes are converted and the registered maximum of 32,258,059 shares is issued, total shares would rise and existing holders’ percentage ownership would be reduced.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares of common stock registered for resale: 32,258,059 shares Convertible Senior Notes coupon rate: 4.75% Maturity of Convertible Senior Notes: 2031 +1 more

4 metrics

Shares of common stock registered for resale 32,258,059 shares Shares issuable upon conversion of 4.75% Convertible Senior Notes due 2031, including maximum make-whole shares

Convertible Senior Notes coupon rate 4.75% Coupon on T1 Energy’s Convertible Senior Notes due 2031

Maturity of Convertible Senior Notes 2031 Due date of the 4.75% Convertible Senior Notes that are convertible into common stock

Registration Statement file number File No. 333-292857 Automatic shelf registration statement on Form S-3ASR used for the resale prospectus supplement

Key Terms

automatic shelf registration statement, prospectus supplement, Convertible Senior Notes, make-whole shares

4 terms

automatic shelf registration statement regulatory

"filed with the Securities and Exchange Commission an automatic shelf registration statement"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"filed a prospectus supplement (the “Resale Prospectus Supplement”) pursuant to the Registration Statement"

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.

Convertible Senior Notes financial

"issuable upon conversion of the Company’s outstanding 4.75% Convertible Senior Notes due 2031"

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.

make-whole shares financial

"including the maximum number of make-whole shares that may be issued"

Offering Details

secondary · 32,258,059 shares of common stock registered for resale

Offering

Offering Type secondary

Securities Offered Common stock, $0.01 par value, issuable upon conversion of 4.75% Convertible Senior Notes due 2031

Offering Amount 32,258,059 shares of common stock registered for resale

Use of Proceeds The company will not receive any proceeds from sales of shares by the selling stockholders, and no securities will be issued or sold by the company under the resale prospectus supplement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

T1 Energy Inc. reported filing a resale prospectus supplement on August 28, 2026, under its automatic shelf registration statement to register the resale of shares of common stock issuable upon conversion of its 4.75% Convertible Senior Notes due 2031.

How many T1 Energy (TE) shares are covered by the resale prospectus supplement?

The resale prospectus supplement covers 32,258,059 shares of common stock that may be issued upon conversion of the 4.75% Convertible Senior Notes due 2031, including the maximum number of make-whole shares as described in the supplement.

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

No. If any of the 32,258,059 shares of common stock are sold by the selling stockholders, T1 Energy Inc. would not receive any proceeds from those sales. No securities will be issued or sold by the company under this resale prospectus supplement.

What securities can convert into T1 Energy (TE) common stock under this filing?

The registered shares are issuable upon conversion of T1 Energy’s 4.75% Convertible Senior Notes due 2031, issued under an indenture dated July 31, 2026, with U.S. Bank Trust Company, National Association, as trustee.

Does this filing mean T1 Energy’s convertible notes will be converted or that shares will be sold?

No. T1 Energy states that filing the resale prospectus supplement does not necessarily mean the Convertible Notes will be converted into shares or that the selling stockholders will choose to sell any common stock.

What legal document did T1 Energy (TE) provide with this Form 8-K?

T1 Energy provided a legal opinion on the validity of the shares of common stock covered by the resale prospectus supplement, attached as Exhibit 5.1, along with a related consent as Exhibit 23.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 05:13 PM EDT Accepted by SEC EDGAR 08/28/2026 - 05:13 PM EDT

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): August 28, 2026

T1 Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41903		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

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 an automatic shelf registration statement on Form S-3ASR (File No. 333-292857) (the “Registration Statement”). On August 28, 2026, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) pursuant to the Registration Statement covering the resale of shares of its common stock, par value $0.01 per share (the “common stock”), issuable upon conversion of the Company’s outstanding 4.75% Convertible Senior Notes due 2031 (the “Convertible Notes”), issued under the indenture, dated as of July 31, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee. The shares of common stock registered for resale pursuant to the Resale Prospectus Supplement consist of 32,258,059 shares of common stock that may be issued to the selling stockholders (the “Selling Stockholders”) upon the conversion of the Convertible Notes, assuming physical settlement will apply to all such conversions and including the maximum number of make-whole shares that may be issued pursuant to the terms of the Convertible Notes as described in the Resale Prospectus Supplement.

The filing of the Resale Prospectus Supplement is not itself a sale of securities by the Selling Stockholders and does not necessarily mean that the Convertible Notes will be converted into shares of common stock or that the Selling Stockholders will choose to sell any shares of common stock. If any shares of common stock are sold by the Selling Stockholders, the Company would not receive any proceeds from that sale. No securities will be issued or sold by the Company pursuant to the Resale Prospectus Supplement.

The Company is filing this current report to provide the legal opinion as to the validity of the shares of common stock covered by the Resale 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)

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: August 28, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents