T1 Energy (NYSE: TE) boosts share capacity amid 2.0 GW deal and federal probes

Rhea-AI Filing Summary

T1 Energy Inc. reported several governance changes and a business update alongside new regulatory inquiries. Stockholders approved issuing 17,918,460 shares of common stock upon conversion of a previously arranged convertible note and amended the Certificate of Incorporation to add foreign ownership limits, increase authorized common shares from 355,000,000 to 500,000,000, and remove the “only for cause” requirement to remove directors. The Board also adopted Third Amended and Restated Bylaws reflecting this director removal change. The company signed a 2.0 GW, fixed-margin offtake contract for 2026 module deliveries, bringing total fixed‑margin 2026 module sales for its G1_Dallas facility to 3.0 GW. In November 2025, T1 Energy and an executive/board member received DOJ grand jury subpoenas and an SEC voluntary document request related to that individual’s stock sales in the second half of 2023; the company is cooperating and says it cannot predict the duration, outcome or impact.

Positive

• Substantial 2026 demand visibility: The company signed a 2.0 GW fixed‑margin offtake contract for 2026 module deliveries, and reports 3.0 GW of total fixed‑margin module sales contracted for its G1_Dallas facility in 2026, suggesting sizable committed volume and pricing clarity for that year.

Negative

• Regulatory scrutiny of past stock sales: In November 2025, the company and an executive/board member received DOJ grand jury subpoenas and an SEC voluntary document request concerning sales of company stock in the second half of 2023 on that individual’s account; T1 Energy is cooperating but says it cannot predict the duration, outcome or impact of these matters.

Insights

Equity & Governance Analyst

Charter expanded and governance loosened as new contracts and federal probes emerge.

The stockholder approvals materially reshape T1 Energy’s capital and governance structure. Authorized common stock rises from 355,000,000 to 500,000,000 shares, creating room for future equity issuance tied to growth projects, compensation, or financing. Removing the “only for cause” qualification for director removal gives stockholders broader power to remove directors, while matching changes in the bylaws align day‑to‑day governance with the updated charter.

Operationally, the company highlights a 2.0 GW fixed‑margin offtake contract for 2026 module deliveries, with 3.0 GW of fixed‑margin module sales contracted for the G1_Dallas facility in 2026. This indicates significant booked demand and pricing visibility for that year, though no revenue or profit figures are given. At the same time, grand jury subpoenas from the DOJ and a voluntary SEC document request regarding stock sales in the second half of 2023 introduce regulatory uncertainty; the company is cooperating but explicitly states it cannot predict the duration, outcome or impact. The combination of expanded equity capacity, strong 2026 volume commitments, and federal inquiries presents a mixed picture that many investors would view as strategically important and potentially thesis‑shaping.

8-K Event Classification

4 items: 5.03, 5.07, 8.01, 9.01

4 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): December 3, 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

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, par value $0.01 per share		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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors (the “Board”) of T1 Energy Inc. (the “Company”) approved the Company’s Third Amended and Restated Bylaws, which were effective as of December 4, 2025 to reflect the removal of the “only for cause” qualification from the removal of directors provision pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”) and as described further herein. Pursuant to Section 242 of the DGCL, stockholder approval was not required to approve or effect the amendment.

A copy of the Third Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

 The Company held its special meeting of stockholders virtually on December 3, 2025 (the “Special Meeting”). The following matters were submitted to a vote of the stockholders, the results of which were as follows:

Proposal 1 - The issuance of 17,918,460 shares of common stock of the Company, par value $0.01 (the “Common Stock”), issuable pursuant to the conversion of the Convertible Note Instrument (as defined in the Company’s Definitive Proxy Statement on Schedule 14A filed on October 24, 2025, as revised on November 19, 2025 (the “Proxy Statement”)).

For		Against		Abstain
95,868,693		1,999,964		575,030

Proposal 2 - To approve an amendment to the Company’s Certificate of Incorporation, as amended and restated on February 19, 2025 (“Certificate of Incorporation”), that will establish limits on the foreign ownership of the Company’s capital stock to facilitate compliance with applicable U.S. tax laws.

For		Against		Abstain
91,913,773		398,362		148,497

Proposal 3 - To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 355,000,000 shares to 500,000,000 shares.

For		Against		Abstain
108,691,554		3,817,608		861,394

Proposal 4 - To approve an amendment to the Company’s Certificate of Incorporation to remove the “only for cause” qualification from the removal of directors provision.

For		Against		Abstain
91,001,992		1,103,056		355,584

1

Item 8.01 Other Events.

Certificate of Amendment

At the Special Meeting, the Company’s stockholders voted to approve amendments to the Company’s Certificate of Incorporation (the “Amendments”) to (i) establish limits on the foreign ownership of its capital stock to facilitate its compliance with applicable U.S. tax laws, (ii) increase the number of authorized shares of Common Stock of the Company from 355,000,000 shares to 500,000,000 shares and (iii) remove the “only for cause” qualification from the removal of directors provision.

Detailed descriptions of the Amendments were set forth in Proposals 2, 3 and 4 in the Proxy Statement, which descriptions are incorporated herein by reference and are qualified in their entirety by reference to the Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”), a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference. The Board previously approved the Amendments, and they became effective at 12:01 a.m. Eastern Time on December 4, 2025, following the filing of the Certificate of Amendment with the Delaware Secretary of State on December 3, 2025.

Business Update

The Company recently signed a 2.0 GW, fixed-margin offtake contract for 2026 module deliveries, with 3.0 GW of total module sales contracted at fixed margins for G1_Dallas in 2026.

U.S. Department of Justice Subpoenas and U.S. Securities and Exchange Commission Voluntary Document Request

In November 2025, the Company and a Company executive and Board member (the “Individual”) received grand jury subpoenas from the Department of Justice (“DOJ”), which request the production of documents relating to the sale of the Company’s stock in the second half of 2023 on the account of the Individual, who was a director of the Company at that time. Shortly thereafter, the Company received a voluntary document request from the U.S. Securities and Exchange Commission (“SEC”) seeking similar information. The Company believes that the relevant trades relate to stock that the Individual pledged as collateral against a personal loan, which was approved in accordance with the Company’s insider trading policy. The Company is cooperating with both the DOJ and SEC, and it is not possible at this time to predict the duration, outcome or impact of such matters.

2

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on the Company’s management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include, among other things, statements with respect to any contracted sales in 2026 and the duration, outcome or impact of any matters related to the DOJ and SEC. 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. The Company’s 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
3.1		Third Amended and Restated Bylaws, effective as of December 4, 2025.
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated December 3, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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.
Date: December 5, 2025	By:	/s/ Daniel Barcelo
	Name:	Daniel Barcelo
	Title:	Chief Executive Officer and Chairman of the Board

4

FAQ

What corporate governance changes did T1 Energy (TE) stockholders approve?

Stockholders approved amendments to the Certificate of Incorporation to establish foreign ownership limits, increase authorized common shares from 355,000,000 to 500,000,000, and remove the “only for cause” qualification from the director removal provision. The Board also adopted Third Amended and Restated Bylaws to reflect the updated director removal standard.

How many T1 Energy (TE) shares were approved for issuance under the convertible note?

Stockholders approved the issuance of 17,918,460 shares of common stock issuable upon conversion of the Convertible Note Instrument described in T1 Energy’s proxy statement.

What is the significance of T1 Energy increasing authorized common stock to 500,000,000 shares?

By raising authorized common stock from 355,000,000 to 500,000,000 shares, T1 Energy gains additional capacity to issue equity in the future for purposes such as financing, acquisitions, or employee compensation, subject to any further approvals or decisions the Board may make.

What new 2026 contract did T1 Energy (TE) disclose?

T1 Energy disclosed a business update that it has signed a 2.0 GW fixed‑margin offtake contract for 2026 module deliveries, and that there are 3.0 GW of total module sales contracted at fixed margins for its G1_Dallas facility in 2026.

What DOJ and SEC actions were described in T1 Energy’s 8-K filing?

In November 2025, T1 Energy and an executive who is also a Board member received grand jury subpoenas from the U.S. Department of Justice requesting documents about sales of company stock in the second half of 2023 on that individual’s account. The company also received a voluntary document request from the SEC seeking similar information. T1 Energy states it is cooperating and cannot predict the duration, outcome or impact.

How did T1 Energy change its rules for removing directors?

Both the Certificate of Incorporation and the bylaws were amended to remove the “only for cause” qualification from the provision governing removal of directors, expanding the circumstances under which directors may be removed, as permitted by Delaware law.