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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):
October 22, 2025
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
(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 Common Stock at an exercise price for $11.50 per share |
|
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 7.01. Regulation FD Disclosure
On October 22 , 2025, T1 Energy Inc., a Delaware
corporation (“T1” or “the Company”) reported preliminary financial and operating results for the third quarter
2025.
Preliminary Third Quarter 2025 Results Overview
| ■ | Total Net Sales/Modules Sales Volumes: T1 generated total net sales for the third quarter
of $200 - $210 million on modules sales of approximately 725 MW. |
| ■ | Maintaining 2025 EBITDA guidance range of $25 - $50 million. In
Q4 2025, T1 expects a significant increase in sales related to the highest expected production year-to-date at G1_Dallas, as well as
policy driven inventory sales from modules produced in Q3 2025. |
| ■ | Cash, restricted cash and Section 45X tax credits. At
September 30, 2025, T1 had cash, cash equivalents, and restricted cash of $87 million, of which $34 million was unrestricted cash. In
addition, T1 has accrued $92 million of Section 45X credits year-to-date that the Company expects to monetize. |
Business Update and Guidance
| ■ | Updating G2_Austin phased development plan and initiating
G2 Phase 1 EBITDA guidance. As mentioned in T1’s Q2 2025 earnings release, the company has decided to develop its planned
G2_Austin U.S. PV solar cell manufacturing facility in two phases. Each phase is a standalone development with limited shared infrastructure;
T1 is positioned to flex capacity to add up to three phases potentially totaling as many as 8 GW on T1’s existing Austin leasehold.
The rationale behind the phased development approach is to match planned capacity with long-term offtake contracts; advance capital formation
initiatives; and start production in Q4 2026 to address robust customer demand. Following the initial completion of detailed project
engineering, the first phase of G2_Austin is now expected to total 2.1 GW of annual production capacity with an estimated capital expenditure
of $400 - $425 million. The estimated annual run-rate EBITDA from G1_Dallas operating at 5 GW capacity with the first 2.1 GW phase of
G2_Austin fully online is $375 - $450 million. T1 expects to start G2 Phase 1 construction in Q4 2025 with planned start of production
in Q4 2026. |
| ■ | Capital formation enables Q4 start of construction at
G2. As previously disclosed, T1 entered a $100 million commitment for the issuance of preferred stock to certain funds and accounts
managed by Encompass Capital Advisors LLC in connection with T1’s acquisition of Trina Solar’s US manufacturing assets. T1
has elected to make the second and final draw of $50 million pursuant this $100 million commitment. With the expected proceeds from this
preferred stock tranche and in conjunction with the progress T1 is making on parallel capital formation initiatives, the Company plans
to start initial construction and to potentially order longer lead time items of its G2_Austin U.S. PV solar cell manufacturing facility
in Q4 2025. |
| ■ | Section 232 and U.S. policy summary. T1 supports
the recently announced investigation by the U.S. Secretary of Commerce into the use of foreign-sourced polysilicon and polysilicon derivatives
under Section 232. T1 Energy’s contract to purchase hyper-pure polysilicon would likely be advantaged by any potential tariffs
or import restrictions that result from this case. In addition, T1 continues to advance its near-term priority to ensure eligibility
for section 45X tax credits in 2026 and beyond. The Company continues to make progress and expects to be compliant by year-end. |
| ■ | Maintaining 2025 EBITDA guidance of $25 - $50 million. T1’s
2025 full-year EBITDA guidance of $25 - $50 million is unchanged. The forecast, which continues to skew towards the low-end of the range,
is based on a mix shift towards merchant sales agreements in H2 2025, the emergence of near-term uncertainties related to implementation
of AD/CVDs, reciprocal tariffs, supply chain impacts, and customer safe harboring backlogs. In Q4 2025, T1 expects a significant increase
in sales related to the highest expected production year-to-date at G1_Dallas, and policy driven inventory sales before year-end from
modules produced in Q3 2025. T1’s guidance range assumes 2025 G1_Dallas production of 2.6 – 3.0 GW. There are no changes
to T1’s projected $650 - $700 million annual run-rate EBITDA estimate based on 5 GW of annual optimized and integrated production
at G1_Dallas and G2_Austin. |
| ■ | Offtake contract negotiation. T1 is involved
in a potential dispute with one of its long-term supply offtake customers that reduced expected sales volumes in Q3 2025. The Company
expects that the deferred third quarter sales volumes under this contract will be recognized in the fourth quarter of 2025. While T1
continues to negotiate with the counterparty to achieve a resolution, the Company believes it has a strong position under the contract
and will evaluate all options. As a result of the potential dispute, T1 is recording a non-cash impairment to intangible assets of $53
million. |
“T1 Energy continued to make meaningful
strides during the third quarter to build our American solar supply chain and provide scalable, reliable, low-cost energy,” commented
Dan Barcelo, T1’s Chief Executive Officer and Chairman of the Board. “With our expanding U.S. partnership network, highlighted
by recent agreements with companies like Hemlock, Corning, Talon and Nextracker, we are investing in domestic advanced manufacturing to
power America.”
The financial and operational information in
this Current Report on Form 8-K is selected, preliminary, estimated unaudited financial information for the three months ended
September 30, 2025. These estimates have been prepared by, and are the responsibility of, management and have not been reviewed by
the Company’s independent registered accounting firm. The preliminary financial and operational information set forth above is
based solely on information available to the management of the Company as of the date hereof and is subject to change. The actual
financial results of the Company for the quarter ended September 30, 2025, may differ (and such differences may be material) from
these preliminary estimates due to the completion of the Company’s quarterly financial closing procedures. The preliminary
estimates presented above are subject to final adjustments and other developments that may arise between the date hereof and the
time that the results for the quarter ended September 30, 2025 for the Company are finalized, and are not intended to be a
comprehensive statement of our financial or operational results for the three months ended September 30, 2025. Accordingly, you
should not place undue reliance on this preliminary estimated financial information, as it may differ materially from the actual
results.
Item 8.01 Other Events
On October 22, 2025, the Company announced preliminary
financial and operating results for the third quarter 2025.
A copy of the press release is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release is being furnished pursuant
to Item 8.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking
statements include, among other things, statements regarding the Company’s financial and operational performance and profitability,
the G2_Austin phased development plan and associated G2 Phase 1 EBITDA guidance, the expected plans and benefits of such development plans,
the expectation to bring the project online in Q4 2026 to address robust customer demand, the expected first phase of G2_Austin annual
production capacity of 2.1 GW total, with an estimated capital expenditure of $400 - $425 million, the estimated annual run-rate EBITDA
from G1_Dallas operating at 5 GW capacity with the first 2.1 GW phase of G2_Austin fully online being $375 - $450 million, the expected
timeframe for constriction and start of production at G2; the Company’s planned or expected capital formation activities and their
success, including the exercise of the second tranche of the preferred stock with certain funds and accounts managed by Encompass Capital
Advisors LLC, the Company’s activities towards eligibility for section 45X tax credits in 2026 and beyond, and timeframe for expected
compliance; the ability to meet the EBITDA guidance, and any outcomes or timeline for outcomes on the potential dispute with an offtake
customer. Forward-looking statements include statements that are not historical facts and can be identified by terms such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,”
“will,” “would” or similar expressions and the negatives of those terms. Our actual results and the timing of
events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties
including those described in more detail in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q
and other documents on file with the SEC, as well as the risk of the possibility of further material delays in the Company’s financial
reporting. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing,
except as required by applicable law or regulation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated October 22, 2025, announcing the Company’s preliminary financial and operating results for the third quarter 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 22, 2025 |
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