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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):
April 14, 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 |
| 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 1.01. Entry Into a Material Definitive Agreement.
On April 17, 2026, T1 Energy Inc. (the “Company”)
completed its previously announced public offering of $184.0 million aggregate principal amount of the Company’s 4.00% Convertible
Senior Notes due 2031 (the “Convertible Notes”) (including $24.0 million aggregate principal amount of Convertible Notes pursuant
to the underwriters’ option to purchase additional Convertible Notes to cover over-allotments, which was exercised in full on April
15, 2026) at a public offering price of 100% of the principal amount thereof (the “Offering”). The Convertible Notes were
issued pursuant to, and are governed by, an indenture, dated as of December 16, 2025 (the “Base Indenture”), between the Company
and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the second supplemental
indenture, dated as of April 17, 2026 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”),
between the Company and the Trustee.
The Company estimates that the net proceeds from
the Offering will be approximately $174.7 million, after deducting underwriting discounts and commissions and the Company’s estimated
offering expenses. The Company expects to use the net proceeds from the Offering for (i) construction and development of infrastructure
and purchase of production line equipment relating to Phase 1 of its G2_Austin solar cell fab with 2.1 GW of capacity and (ii) general
corporate purposes. The Company is targeting a larger financing solution, that includes a significant debt component, to fund the remaining
balance of capital expenditures for Phase 1 of G2_Austin.
The Convertible Notes will be senior unsecured
obligations of the Company and will bear interest at a rate of 4.00% per annum from and including April 17, 2026, payable semi-annually
in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The Convertible Notes will mature on April 15, 2031,
unless earlier repurchased, redeemed or converted.
Before January 15, 2031, holders may convert their
Convertible Notes at their option only in certain circumstances. At any time from, and including, January 15, 2031 until the close of
business on the business day immediately preceding the maturity date, the Convertible Notes will be convertible at the option of the holders.
The Company will settle conversions by paying and/or delivering, as applicable, cash, shares of its common stock, or a combination of
cash and shares of its common stock, at the Company’s election. The initial conversion rate is 146.9724 shares of the Company’s
common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately
$6.80 per share of common stock and represents a conversion premium of approximately 40% above the last reported sale price of $4.86 per
share of the Company’s common stock on the New York Stock Exchange on April 14, 2026. If a “make-whole fundamental change”
(as defined in the Indenture) occurs, or if the Company calls a holder’s Convertible Notes for redemption, then the Company will
in certain circumstances increase the conversion rate for a specified period of time for holders who convert their Convertible Notes in
connection with that make-whole fundamental change, or who convert their Convertible Notes that are called for such redemption.
The Convertible Notes will not be redeemable prior
to April 20, 2029. The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s
option at any time, and from time to time, on or after April 20, 2029 and prior to the 41st scheduled trading day immediately before the
maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common
stock equals or exceeds 130% of the conversion price for the Convertible Notes on (1) each of at least 20 trading days, whether or not
consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company
sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice.
If a “fundamental change” (as defined
in the Indenture) occurs, then, subject to certain exceptions, holders may require the Company to repurchase their Convertible Notes at
a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if
any, to, but excluding, the fundamental change repurchase date.
The Convertible Notes are governed by customary
terms and covenants, including that upon certain events of default, including cross-acceleration to certain other indebtedness of the
Company and certain of its subsidiaries, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Convertible
Notes then outstanding may declare the principal amount of the Convertible Notes and accrued and unpaid interest, if any, thereon immediately
due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount
of the Convertible Notes and accrued and unpaid interest, if any, thereon will automatically become and be immediately due and payable.
The above description of the Indenture and the
Convertible Notes is a summary and is not complete. A copy of the Base Indenture, the Second Supplemental Indenture and the form of note
representing the Convertible Notes are filed herewith or incorporated by reference herein, as applicable, as Exhibits 4.1, 4.2 and 4.3,
respectively, to this Current Report on Form 8-K, and are incorporated herein by reference, and the above summary is qualified by
reference to the terms of the Base Indenture, the Second Supplemental Indenture and the Convertible Notes set forth in such exhibits.
Item 2.03. Creation of a Direct Financial
Obligation or an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 1.01 above is
incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
In connection with the issuance and sale of the
Convertible Notes, the Company entered into an underwriting agreement, dated April 14, 2026 (the “Underwriting Agreement”),
with Santander US Capital Markets LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the
“Underwriters”). The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations
of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of
the parties. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by
the contracting parties.
The above description of the Underwriting Agreement
is a summary and is not complete. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and
is incorporated herein by reference, and the above summary is qualified by reference to the terms of the Underwriting Agreement as set
forth in such exhibit.
A copy of the opinion of Skadden, Arps, Slate,
Meagher & Flom LLP, relating to the validity of the Convertible Notes and the common stock underlying the Convertible Notes in connection with the Offering, is filed herewith as
Exhibit 5.1.
Cautionary Statement Concerning Forward-Looking
Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report 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 Offering and the Company’s target to finance the remaining balance of its capital expenditures
relating to Phase 1 of G_2 Austin. 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, 2025, filed with the Securities and Exchange
Commission (the “SEC”) on March 31, 2026, and in the Company’s other filings with the SEC, including risks related to:
(1) the Company’s ability to (i) construct and equip manufacturing facilities in a timely and cost-effective manner; (ii) target
and retain customers and suppliers; (iii) attract and retain key employees and qualified personnel; (iv) protect its intellectual property;
(v) comply with legal and environmental regulations; (vi) compete in international markets in light of export and import controls; (vii)
incur substantially more debt; (viii) remediate the material weakness in its internal control over financial reporting or otherwise maintain
effective internal control over financial reporting; (ix) qualify for the advanced manufacturing production credit under Section 45X of
the Internal Revenue Code of 1986; and (x) rely on third-party warranties; (2) the concentration of the Company’s operations in
Texas and its dependence on a limited number of suppliers; (3) changes adversely affecting the flow of components and materials from international
vendors, the costs of raw materials, components, equipment, and machinery; (4) general economic and geopolitical conditions; (5) changes
in applicable laws or regulations, including environmental, export control and tax laws and incentives and renewable energy targets, as
well as international trade policies, including tariffs, on the Company’s products and its competitive position; (6) the outcome
of any legal proceedings relating to the Company’s products and services, including intellectual property or product liability claims,
commercial or contractual disputes, warranty claims, and other proceedings; and (7) the capital-intensive nature of the Company’s
business and its ability to raise additional capital on attractive terms or service its debt. Forward-looking statements speak only as
of the date of this report and are based on information available to the Company as of the date of this report, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting
Agreement, dated as of April 14, 2026, among T1 Energy Inc. and Santander US Capital Markets LLC and J.P. Morgan Securities LLC, as representatives
of the Underwriters. |
| 4.1* |
|
Indenture, dated as of December 16, 2025, between T1 Energy Inc. and U.S. Bank Trust Company, National Association, as trustee. |
| 4.2 |
|
Second Supplemental Indenture, dated as of April 17, 2026, between T1 Energy Inc. and U.S. Bank Trust Company, National Association, as trustee. |
| 4.3 |
|
Form of 4.00% Convertible Senior Note due 2031 (included in Exhibit 4.2). |
| 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). |
| * |
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 16, 2025. |
SIGNATURE
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: April 17, 2026 |
