Form 8-K: TE keeps $30k fee in Peter Matrai consulting deal to 2025

Rhea-AI Filing Summary

Form 8-K Item 1.01 – Consulting Agreement Amendment

On 1 Aug 2025 T1 Energy Inc. (NYSE:TE) executed Amendment No. 2 to its 14 May 2021 consulting agreement with director Peter Matrai. Key terms:

• Extends the consultancy through 31 Dec 2025, unless earlier terminated.
• Keeps the fee at $30,000 per month (≈ $360k annually).
• The Compensation Committee may reduce the fee only if it implements a company-wide executive pay cut.
• All existing confidentiality, non-compete, non-solicitation and IP assignment clauses remain unchanged.

The full amendment is filed as Exhibit 10.1. No financial results, guidance or other material events were disclosed in this report.

Insights

Corporate Governance Expert

TL;DR: Minor governance update; extends director consultancy at unchanged pay, negligible financial impact, neutral for investors.

The agreement simply prolongs an existing consultancy with a sitting director, preserving a $30k monthly fee. The amount is modest relative to typical executive compensation and T1 Energy’s presumed scale, so dilution or cash-flow effects are immaterial. Governance risk is low: the Board can reduce fees under a uniform executive pay cut, and restrictive covenants remain intact. Overall, investors should view the filing as housekeeping rather than a valuation driver.

Equity Analyst

TL;DR: Operational continuity secured; no change to earnings outlook, therefore neutral share-price effect.

Maintaining Peter Matrai’s advisory role through 2025 ensures continuity during T1 Energy’s growth phase, but the cash outlay—about $360k per year—hardly moves the earnings needle. No incremental equity awards or dilution are involved. Because the fee may be lowered alongside any executive-wide reductions, cost flexibility is preserved. Absent revenue, margin, or strategic disclosures, I classify the event as non-impactful for valuation models.

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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): August 5, 2025 (August 1, 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 pf 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 August 1, 2025, T1 Energy Inc., a Delaware corporation (the “Company”) entered into a second amendment (the “Consulting Agreement Amendment No. 2”) to its consulting agreement dated May 14, 2021 with Mr. Peter Matrai, a director of the Company, pursuant to which he serves as a consultant to the Company (the “Consulting Agreement”). The Consulting Agreement Amendment No. 2 extends the term of the Consulting Agreement to December 31, 2025, unless terminated earlier in accordance with the terms of the Consulting Agreement.

Under the terms of the Consulting Agreement Amendment No. 2, the consultant fee remitted to Mr. Matrai shall remain fixed at $30,000 per month. The Company reserves the right to reduce the consultant fee, provided that such decision is mandated by the Compensation Committee of the Board of Directors of the Company, in its sole discretion, as a general reduction applicable to all executive officers of the Company. All other provisions of the Consulting Agreement, including customary confidentiality, non-competition, non-solicitation and intellectual property assignment provisions, remain in effect.

The Consulting Agreement Amendment No. 2 is listed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated into this Item 1.01 by reference. The foregoing summary of this agreement is qualified in its entirety by reference to the full text of such exhibit.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 2 to Consultancy Agreement between T1 Energy Inc. and Peter Matrai, dated August 1, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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/ Daniel Barcelo
	Name:	Daniel Barcelo
	Title:	Chief Executive Officer and Chairman of the Board

Dated: August 5, 2025

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FAQ

What agreement did T1 Energy (TE) amend on August 1 2025?

The company signed Amendment No. 2 to its May 14 2021 consulting agreement with director Peter Matrai.

How long is the consulting term now valid?

The term is extended to December 31 2025, unless ended earlier under the agreement’s termination clauses.

What is Peter Matrai’s monthly consulting fee under the amended contract?

He will continue to receive $30,000 per month for his services.

Can T1 Energy reduce the consulting fee?

Yes, but only if the Compensation Committee approves a company-wide reduction for all executive officers.

Did the 8-K include any financial results or guidance?

No. The filing solely covered the consultancy amendment; no earnings data or outlook was provided.