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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 22, 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
(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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Chief Development Officer
On April 22, 2026, Einar Kilde submitted his formal
resignation and retirement as Chief Development Officer of T1 Energy Inc. (“T1” or the “Company”), effective April
22, 2026 (the “Effective Date”).
In connection with Mr. Kilde’s departure,
T1 Energy Norway AS (formerly known as FREYR Battery Norway AS) (a wholly-owned subsidiary of the Company) and Mr. Kilde entered into
a Separation Agreement on April 22, 2026 (the “Separation Agreement”), pursuant to which Mr. Kilde will be entitled to receive
a severance payment of NOK 5.5 million to be paid in twelve equal installments following the Effective Date. Options and restricted stock
units that Mr. Kilde has received to date under the Company’s 2021 Equity Incentive Plan (as may be amended and/or amended and restated
from time to time) (the “Plan”) shall remain outstanding and eligible to vest in accordance with the terms and conditions
of the Plan and the applicable award agreements under which they were granted; the terms of Mr. Kilde’s options have also been extended
such that they may be exercised beyond the default period of three months post-employment under the Plan. Additionally, Mr. Kilde is expected to
receive a bonus with respect to the Company’s bonus scheme for 2025, in an amount, which is expected to be payable in cash, to be determined
and finalized by the Company in its discretion and communicated to him as soon as practicable following the execution of the Separation
Agreement.
The foregoing description of the Separation
Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is
attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
New Terms of Employment of Chief Accounting
Officer and Corporate Controller
As previously disclosed in the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on February 6, 2026 (the “CAO Appointment 8-K”), Tom Mahrer
was appointed as the Company’s Chief Accounting Officer and Corporate Controller. The Company stated in the CAO Appointment 8-K
that it was still finalizing the terms of Mr. Mahrer’s employment and that such arrangements would be separately announced when
finalized. On April 27, 2026, the Company and Mr. Mahrer entered into an offer letter (the “Mahrer Offer Letter”) setting
forth the terms of Mr. Mahrer’s employment.
Under the terms of Mahrer Offer Letter, Mr. Mahrer will be eligible to receive an annual
base salary, participate in the group bonus scheme with an annual cash bonus and receive equity awards in accordance with the Company’s
2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Mr. Mahrer will also receive certain customary benefits, including
paid vacation and health benefits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Separation and Release Agreement between FREYR Battery Norway AS and Einar Kilde, dated April 22, 2026. |
| 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/ Evan Calio |
| |
|
Name: |
Evan Calio |
| |
|
Title: |
Chief Financial Officer |
Dated: April 27, 2026