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T1 Energy (NYSE: TE) outlines CDO retirement package and new CAO deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

T1 Energy Inc. announced that Chief Development Officer Einar Kilde resigned and retired effective April 22, 2026. Through a Separation Agreement with a Norwegian subsidiary, he will receive a severance payment of NOK 5.5 million, paid in twelve equal installments after his departure.

His existing options and restricted stock units under the 2021 Equity Incentive Plan will remain eligible to vest, and the option exercise period has been extended beyond the usual three-month post-employment window. He is also expected to receive a discretionary 2025 cash bonus. Separately, the company finalized an offer letter for Chief Accounting Officer and Corporate Controller Tom Mahrer, covering base salary, annual cash bonus eligibility, equity awards under the 2021 plan as amended in 2024, and standard benefits.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Severance payment NOK 5.5 million Severance to Einar Kilde under Separation Agreement
Installment count 12 installments Severance paid in twelve equal installments after April 22, 2026
Effective retirement date April 22, 2026 Chief Development Officer retirement effective date
Offer letter date April 27, 2026 Date T1 Energy and Tom Mahrer executed offer letter
Equity plan year 2021 plan Company’s 2021 Equity Incentive Plan governing awards
Plan amendment date April 22, 2024 Date the 2021 Equity Incentive Plan was amended and restated
Separation Agreement financial
"entered into a Separation Agreement on April 22, 2026 (the “Separation Agreement”)"
A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.
2021 Equity Incentive Plan financial
"under the Company’s 2021 Equity Incentive Plan (as may be amended"
restricted stock units financial
"Options and restricted stock units that Mr. Kilde has received to date"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Chief Accounting Officer financial
"Tom Mahrer was appointed as the Company’s Chief Accounting Officer and Corporate Controller."
A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.
Corporate Controller financial
"Chief Accounting Officer and Corporate Controller. The Company stated in the CAO Appointment"
emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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).

 

1

 

 

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

 

2

 

 

 

 

 

FAQ

What executive change did T1 Energy (TE) disclose in this 8-K?

T1 Energy disclosed that Chief Development Officer Einar Kilde resigned and retired effective April 22, 2026. His departure is governed by a Separation Agreement with a Norwegian subsidiary, which outlines severance, equity treatment, and potential bonus eligibility.

How much severance will Einar Kilde receive from T1 Energy (TE)?

Under the Separation Agreement, Einar Kilde will receive severance of NOK 5.5 million. This amount will be paid in twelve equal installments following his April 22, 2026 effective retirement date, providing structured cash compensation after his departure.

What happens to Einar Kilde’s stock options and RSUs at T1 Energy (TE)?

Kilde’s options and restricted stock units granted under T1 Energy’s 2021 Equity Incentive Plan will remain outstanding and eligible to vest. The company also extended his option exercise period beyond the standard three-month post-employment window set by the plan.

Is Einar Kilde eligible for a bonus from T1 Energy (TE) after retirement?

He is expected to receive a bonus under T1 Energy’s 2025 bonus scheme, payable in cash. The exact amount will be determined at the company’s discretion and communicated to him after execution of the Separation Agreement.

What employment terms did T1 Energy (TE) finalize for CAO and Controller Tom Mahrer?

T1 Energy and Tom Mahrer entered into an offer letter on April 27, 2026. He will receive an annual base salary, participate in a group bonus scheme with an annual cash bonus, obtain equity awards under the 2021 plan, and receive customary vacation and health benefits.

Which exhibit in the T1 Energy (TE) filing contains the Separation Agreement?

The Separation and Release Agreement between FREYR Battery Norway AS and Einar Kilde is filed as Exhibit 10.1. The cover page interactive data file is identified separately as Exhibit 104 in the same report.

Filing Exhibits & Attachments

5 documents